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                                                                   Exhibit 10.10
                                MOUNTBATTEN, INC.

                   SUPPLEMENTAL NONQUALIFIED STOCK OPTION PLAN

         1. Purpose. The purpose of the Mountbatten, Inc. Supplemental
Nonqualified Stock Option Plan (the "Plan") is to further the growth,
development and financial success of Mountbatten, Inc. (the "Company") and the
subsidiaries of the Company by providing additional incentives to directors and
those officers who are responsible for the management of the business affairs of
the Company and/or subsidiaries of the Company, which will enable them to
participate directly in the growth of the capital stock of the Company. To
accomplish these purposes, the Plan provides a means whereby directors and
officers may receive stock options ("Options") to purchase the Company's Common
Stock, $.01 par value (the "Common Stock"), which Options are intended to
supplement awards made under the Company's existing equity incentive plans.

         2. Administration.

         (a) Administration by the Board. The Plan shall be administered by the
Company's Board of Directors (the "Board").

         (b) Authority of the Board. The Board shall have full and final
authority, in its sole discretion, to interpret the provisions of the Plan and
to decide all questions of fact arising in its application; to determine the
directors and officers to whom Options shall be granted and the type, amount,
size and terms of each such grant; to determine the time when Options shall be
granted; and to make all other determinations necessary or advisable for the
administration of the Plan. All decisions, determinations and interpretations of
the Board shall be final and binding on all optionees and all other holders of
Options granted under the Plan.

         3. Stock Subject to the Plan. Subject to Section 16 hereof, the shares
that may be issued under the Plan shall not exceed in the aggregate 25,000
shares of Common Stock. Such shares may be authorized and unissued shares or
shares issued and subsequently reacquired by the Company. Except as otherwise
provided herein, any shares subject to an Option that for any reason expires or
is terminated unexercised as to such shares shall again be available under the
Plan.

         4. Eligibility To Receive Options. Persons eligible to receive Options
under the Plan shall be limited to directors and those officers and key
employees of the Company and any subsid iary of the Company (as defined in
Section 425 of the Code or any amendment or substitute thereto) who are in
positions in which their decisions, actions and counsel significantly impact
upon the profitability and success of the Company or any subsidiary of the
Company.

         5. Type of Options. Grants may be made at any time and from time to
time by the Board in the form of stock options to purchase shares of Common
Stock. Options granted hereunder shall be Options that are not intended to
qualify as incentive stock options within the


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meaning of Section 422 of the Code or any amendment or substitute thereto
("Nonqualified Stock Options").

         6. Option Agreements. Options for the purchase of Common Stock shall be
evidenced by written agreements in such form not inconsistent with the Plan as
the Board shall approve from time to time. The Options granted hereunder may be
evidenced by a single agreement or by multiple agreements, as determined by the
Board in its sole discretion. Each option agreement shall contain in substance
the following terms and conditions:

         (a) Type of Option. Each option agreement shall identify the Options
represented thereby either as Nonqualified Stock Options.

         (b) Option Price. Each option agreement shall set forth the purchase
price of the Common Stock purchasable upon the exercise of the Option evidenced
thereby. The purchase price of the Common Stock subject to an Option shall be
not less than 100% of the fair market value of such stock on the date the Option
is granted, as determined by the Board, but in no event less than the par value
of such stock. For this purpose, fair market value on any date shall mean the
closing price of the Common Stock, as reported by the Nasdaq National Market, or
if the Common Stock is not reported by the Nasdaq National Market, the fair
market value shall be as determined by the Board.

         (c) Exercise Term. Each option agreement shall state the period or
periods of time within which the Option may be exercised, in whole or in part,
as determined by the Board, provided that no Option shall be exercisable after
ten years from the date of grant thereof. The Board shall have the power to
permit an acceleration of previously established exercise terms, subject to the
requirements set forth herein, upon such circumstances and subject to such terms
and conditions as the Board deems appropriate.

         (d) Substitution of Options. Options may be granted under the Plan from
time to time in substitution for stock options held by employees of other
corporations who are about to become, and who do concurrently with the grant of
such options become, directors or officers of the Company or a subsidiary of the
Company as a result of a merger or consolidation of the employing corporation
with the Company or a subsidiary of the Company, or the acquisition by the
Company or a subsidiary of the Company of the assets or capital stock of the
employing cor poration. The terms and conditions of the substitute options so
granted may vary from the terms and conditions set forth in this Section 6 to
such extent as the Board at the time of grant may deem appropriate to conform,
in whole or in part, to the provisions of the stock options in substitution for
which they are granted.

         7. Date of Grant. The date on which an Option shall be deemed to have
been granted under the Plan shall be the date of the Board's authorization of
the Option or such later date as may be determined by the Board at the time the
Option is authorized. Notice of the determination shall be given to each
individual to whom an Option is so granted within a reasonable time after the
date of such grant.

         8. Exercise and Payment for Shares. Options may be exercised in whole
or in part, from time to time, by giving written notice of exercise to the
Secretary of the Company, specify ing the number of shares to be purchased. The
purchase price of the shares with respect to which an Option is exercised shall
be payable in full with the notice of exercise in cash, Common Stock at fair

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market value, or a combination thereof, as the Board may determine from time to
time and subject to such terms and conditions as may be prescribed by the Board
for such purpose. The Board may also, in its discretion and subject to prior
notification to the Company by an optionee, permit an optionee to enter into an
agreement with the Company's transfer agent or a brokerage firm of national
standing whereby the optionee will simultaneously exercise the Option and sell
the shares acquired thereby through the Company's transfer agent or such a
brokerage firm and either the Company's transfer agent or the brokerage firm
executing the sale will remit to the Company from the proceeds of sale the
exercise price of the shares as to which the Option has been exercised.

         9. Rights upon Termination of Service. In the event that an optionee
ceases to be a director or an employee of the Company or any subsidiary of the
Company for any reason other than death or disability (within the meaning of
Section 22 of the Code or any substitute therefor), the optionee shall have the
right to exercise the Option during its term within a period of three months
after such termination to the extent that the Option was exercisable at the time
of termination, or within such other period, and subject to such terms and
conditions, as may be specified by the Board. In the event that an optionee dies
or becomes disabled prior to the expi ration of his Option and without having
fully exercised his Option, the optionee or his successor shall have the right
to exercise the Option during its term within a period of one year after
termination of service as a director or employment due to death or disability to
the extent that the Option was exercisable at the time of termination, or within
such other period, and subject to such terms and conditions, as may be specified
by the Board.

         10. General Restrictions. Each Option granted under the Plan shall be
subject to the requirement that, if at any time the Board shall determine that
(i) the listing, registration or qualification of the shares of Common Stock
subject or related thereto upon any securities exchange or under any state or
federal law, or (ii) the consent or approval of any government regulatory body,
or (iii) the satisfaction of any tax payment or withholding obligation, or (iv)
an agreement by the recipient of an Option with respect to the disposition of
shares of Common Stock, is necessary or desirable as a condition of or in
connection with the granting of such Option or the issuance or purchase of
shares of Common Stock thereunder, such Option shall not be consummated in whole
or in part unless such listing, registration, qualification, consent, approval
or agreement shall have been effected or obtained free of any conditions not
acceptable to the Board.

         11. Rights of a Shareholder. The recipient of any Option under the
Plan, unless other wise provided by the Plan, shall have no rights as a
shareholder unless and until certificates for shares of Common Stock are issued
and delivered to him.

         12. Right to Terminate Employment. If an Option is granted to an
employee of the Company or any subsidiary of the Company, nothing contained in
the Plan or in any option agree ment entered into pursuant to the Plan shall
confer upon any optionee the right to continue in the employment of the Company
or any subsidiary of the Company or affect any right that the Com pany or any
subsidiary of the Company may have to terminate the employment of such optionee.

         13. Withholding. 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 recipient

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to remit to the Company an amount sufficient to satisfy any federal, state or
local withholding tax requirements prior to the delivery of any certificate or
certificates for such shares. If and to the extent authorized by the Board, in
its sole discretion, an optionee may make an election, by means of a form of
election to be prescribed by the Board, to have shares of Common Stock that are
acquired upon exercise of an Option withheld by the Company or to tender other
shares of Common Stock or other securities of the Company owned by the optionee
to the Company at the time of exercise of an Option to pay the amount of tax
that would otherwise be required by law to be withheld by the Company as a
result of any exercise of an Option. Any such election shall be irrevocable and
shall be subject to termination by the Board, in its sole discretion, at any
time. Any securities so withheld or tendered will be valued by the Board as of
the date of exercise.

         14. Non-Assignability. No Option under the Plan shall be assignable or
transferable by the recipient thereof except by will or by the laws of descent
and distribution or by such other means as the Baord may approve. During the
life of the recipient, such Option shall be exercis able only by such person or
by such person's guardian or legal representative.

         15. Non-Uniform Determinations. The Board's determinations under the
Plan (including without limitation determinations of the persons to receive
Options, the form, amount and timing of such grants, the terms and provisions of
Options, and the agreements evidencing same) need not be uniform and may be made
selectively among persons who receive, or are eligible to receive, grants of
Options under the Plan whether or not such persons are similarly situated.

         16. Adjustments.

         (a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and the number of shares of Common Stock that have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option, as well as the price per share of Common Stock covered by each
such outstanding Option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consider ation by the
Company; provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.

         (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, all outstanding Options will
terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board. The Board may, in the exercise of its
discretion in such instances, declare that any Option shall terminate as of a
date fixed by the Board and give each Option holder the right to exercise his
Option as to all or any part of the shares of

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Common Stock covered by the Option, including shares as to which the Option
would not otherwise be exercisable.

         (c) Sale or Merger. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, the Board, in the exercise of its sole
discretion, may take such action as it deems desirable, including, but not
limited to: (i) causing an Option to be assumed or an equivalent option to be
substituted by the successor corporation or a parent or subsidiary of such
successor corporation, (ii) providing that each Option holder shall have the
right to exercise his Option as to all of the shares of Common Stock covered by
the Option, including shares as to which the Option would not otherwise be
exercisable, or (iii) declaring that an Option shall terminate at a date fixed
by the Board provided that the Option holder is given notice and opportunity to
exercise the then exercisable portion of his Option prior to such date.

         17. Amendment. The Board may terminate or amend the Plan at any time,
with respect to shares as to which Options have not been granted, subject to any
required shareholder approval or any shareholder approval that the Board may
deem to be advisable for any reason, such as for the purpose of obtaining or
retaining any statutory or regulatory benefits under tax, securities or other
laws or satisfying any applicable stock exchange listing requirements. The Board
may not, without the consent of the holder of an Option, alter or impair any
Option previously granted under the Plan, except as specifically authorized
herein.

         18. Reservation of Shares. The Company, during the term of the Plan,
will at all times reserve and keep available such number of shares as shall be
sufficient to satisfy the require ments of the Plan. Inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any shares hereunder, shall relieve the Company of any liability for the
failure to issue or sell such shares as to which such requisite authority shall
not have been obtained.

         19. Effect on Other Plans. Participation in the Plan shall not affect a
director's or an employee's eligibility to participate in any other benefit or
incentive plan of the Company or any subsidiary of the Company. Any Options
granted pursuant to the Plan shall not be used in determining the benefits
provided under any other plan of the Company or any subsidiary of the Company
unless specifically provided.

         20. Duration of the Plan. The Plan shall remain in effect until all
Options granted under the Plan have been satisfied by the issuance of shares,
but no Option shall be granted more than ten years after the earlier of the date
the Plan is adopted by the Company or is approved by the Company's shareholders.

         21. Forfeiture for Dishonesty. Notwithstanding anything to the contrary
in the Plan, if the Board finds, by a majority vote, after full consideration of
the facts presented on behalf of both the Company and any optionee, that the
optionee has been engaged in fraud, embezzlement, theft, commission of a felony
or dishonest conduct in the course of his service, employment or retention by
the Company or any subsidiary of the Company that damaged the Company or any
subsidiary of the Company

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or that the optionee has disclosed confidential information of the Company or
any subsidiary of the Company, the optionee shall forfeit all unexercised
Options and all exercised Options under which the Company has not yet delivered
the certificates. The decision of the Board in interpreting and applying the
provisions of this Section 21 shall be final. No decision of the Board, however,
shall affect the finality of the discharge or termination of such optionee by
the Company or any subsidiary of the Company in any manner.

         22. No Prohibition on Corporate Action. No provision of the Plan shall
be construed to prevent the Company or any officer or director thereof from
taking any action deemed by the Company or such officer or director to be
appropriate or in the Company's best interest, whether or not such action could
have an adverse effect on the Plan or any Options granted hereunder, and no
optionee or optionee's estate, personal representative or beneficiary shall have
any claim against the Company or any officer or director thereof as a result of
the taking of such action.

         23. Indemnification. With respect to the administration of the Plan,
the Company shall indemnify each present and future member of the Board against,
and each member of the Board shall be entitled without further action on his
part to indemnity from the Company for, all expenses (including the amount of
judgments and the amount of approved settlements made with a view to the
curtailment of costs of litigation, other than amounts paid to the Company
itself) reasonably incurred by him in connection with or arising out of, any
action, suit or proceeding in which he may be involved by reason of his being or
having been a member of the Board, whether or not he continues to be such member
at the time of incurring such expenses; provided, however, that such indemnity
shall not include any expenses incurred by any such member of the Board (i) in
respect of matters as to which he shall be finally adjudged in any such action,
suit or proceeding to have been guilty of gross negligence or willful misconduct
in the perfor mance of his duty as such member of the Board; or (ii) in respect
of any matter in which any settlement is effected for an amount in excess of the
amount approved by the Company on the advice of its legal counsel; and provided
further that no right of indemnification under the pro visions set forth herein
shall be available to or enforceable by any such member of the Board unless,
within 60 days after institution of any such action, suit or proceeding, he
shall have offered the Company in writing the opportunity to handle and defend
same at its own expense. The foregoing right of indemnification shall inure to
the benefit of the heirs, executors or administra tors of each such member of
the Board and shall be in addition to all other rights to which such member may
be entitled as a matter of law, contract or otherwise.

         24. Miscellaneous Provisions.

         (a) Compliance with Plan Provisions. No optionee or other person shall
have any right with respect to the Plan, the Common Stock reserved for issuance
under the Plan or in any Option until a written option agreement shall have been
executed by the Company and the optionee and all the terms, conditions and
provisions of the Plan and the Option applicable to such optionee (and each
person claiming under or through him) have been met.

         (b) Approval of Counsel. In the discretion of the Board, no shares of
Common Stock, other securities or property of the Company or other forms of
payment shall be issued hereunder with respect to any Option unless counsel for
the Company shall be satisfied that such issuance will be

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in compliance with applicable federal, state, local and foreign legal,
securities exchange and other applicable requirements.

         (c) Compliance with Rule 16b-3. To the extent that Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, applies to the Plan or to Options
granted under the Plan, it is the intention of the Company that the Plan comply
in all respects with the requirements of Rule 16b-3, that any ambiguities or
inconsistencies in construction of the Plan be interpreted to give effect to
such intention and that, if the Plan shall not so comply, whether on the date of
adoption or by reason of any later amendment to or interpretation of Rule 16b-3,
the provisions of the Plan shall be deemed to be automatically amended so as to
bring them into full compliance with such rule.

         (d) Effects of Acceptance of Option. By accepting any Option or other
benefit under the Plan, each optionee and each person claiming under or through
him shall be conclusively deemed to have indicated his acceptance and
ratification of, and consent to, any action taken under the Plan by the Company
and/or the Board or its delegates.

         (e) Construction. The masculine pronoun shall include the feminine and
neuter, and the singular shall include the plural, where the context so
indicates.


December 23, 1997

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