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                                                                   EXHIBIT 10.1


                            MICRO GENERAL CORPORATION

                             1995 STOCK OPTION PLAN


        1. PURPOSE. The Plan is intended to provide incentive to key employees,
consultants and directors of the Corporation, to encourage proprietary interest
in the Corporation, to encourage such key employees to remain in the employ of
the Corporation and its Subsidiaries, to attract new employees with outstanding
qualifications, and to afford additional incentive to consultants to increase
their efforts in providing significant services to the Corporation.

        2. DEFINITIONS.

           (a) "Board" shall mean the Board of Directors of the Corporation.

           (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

           (c) "Committee" shall mean the committee, if any appointed by the
Board in accordance with Section 4 of the Plan.

           (d) "Common Stock" shall mean the Common Stock, par value $.O1 per
share, of the Corporation.

           (e) "Corporation" shall mean Micro General Corporation, a California
corporation.

           (f) "Director Option" shall mean an Option granted pursuant to
Section 5.

           (g) "Disability" shall mean the condition of an Employee who is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months.

           (h) "Disinterested Director" shall mean a director of the Company who
is "disinterested" within the meaning of Rule 16b-3 under the Exchange Act.

           (i) "Employee" shall mean an individual who is employed (within the
meaning of Code Section 3401 and the regulations thereunder) by the Corporation
or a Subsidiary.

           (j) "Exercise Price" shall mean the price per Share of Common Stock,
determined by the Board or the Committee, at which an Option may be exercised.

           (k) "Fair Market Value" shall mean the value of one (1) Share of
Common



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Stock, determined as follows:

               (1) If the Shares are traded on an exchange, the price at which
Shares traded at the close of business on the date of valuation;

               (2) If the Shares are traded over-the-counter on the NASDAQ
System, the closing price if one is available, or the mean between the bid and
asked prices on said System at the close of business on the date of valuation;
and

               (3) If neither (1) nor (2) applies, the fair market value as
determined by the Board or the Committee in good faith. Such determination shall
be conclusive and binding on all persons.

           (l) "Incentive Stock Option" shall mean an option described in
Section 422 of the Code.

           (m) "Nonstatutory Stock Option" shall mean any stock granted pursuant
to the Plan.

           (n) "Optionee" shall mean an employee who has received an Option.

           (o) "Outside Director" shall mean a director of the Company who is an
outside director within the meaning of 162(m) of the Code.

           (p) "Plan" shall mean the Micro General Corporation 1995 Stock Option
Plan, as it may be amended from time to time.

           (q) "Retirement" shall mean the voluntary termination of employment
by an Employee upon the attainment of age sixty-five (65) and the completion of
not less than twenty (20) years of service with the Corporation or a Subsidiary.

           (r) "Share" shall mean one (1) share of Common Stock, adjusted in
accordance with Section 10 of the Plan (if applicable).

           (s) "Subsidiary" shall mean any corporation at least fifty percent
(50%) of the total combined voting power of which is owned by the Corporation or
by another Subsidiary.

        3. EFFECTIVE DATE. The Plan was adopted by the Board on February 9,
1995, subject to the approval by the Corporation's shareholders. The Plan is
being submitted to the shareholders of the Corporation for their approval at the
Annual Meeting thereof scheduled for June 8, 1995. The effective date of the
Plan shall be February 9, 1995, provided that the Plan is approved by the
shareholders of the Corporation at the Annual Meeting.



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        4. ADMINISTRATION. The Plan shall be administered by the Outside
Directors of the Board, or by a committee appointed by the Board which shall
consist of not less than three (3) members each of whom are Disinterested
Directors and Outside Directors (the "Committee"). The Board shall appoint one
of the members of the Committee, if there be one, as Chairman of the Committee.
If a Committee has been appointed, the Committee shall hold meetings at such
times and places as it may determine. Acts of a majority of the Committee at
which a quorum is present, or acts reduced to or approved in writing by a
majority of the members of the Committee, shall be the valid acts of the
Committee. The Board, or the Committee if there be one, shall from time to time
at its discretion select the Employees and consultants who are to be granted
Options, determine the number of Shares to be granted to each Optionee and
designate such Options such as Incentive Stock Options or Non-statutory Stock
Options, except that no Incentive Stock Option may be granted to a non-Employee
consultant. The interpretation and construction by the Board, or by the
Committee if there be one, of any provision of the Plan or of any Option granted
thereunder shall be final. No member of the Board or of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Option granted thereunder.

        5. PARTICIPATION.

           (a) Option Grants for Employees and Consultants.


               (1) Ten-Percent Shareholders. An Employee who owns more than ten
percent (10%) of the total combined voting power of all classes of outstanding
stock of the Corporation, its parent or any of its Subsidiaries shall not be
eligible to receive an Option unless (1) the Exercise Price of the Shares
subject to such Option is at least one hundred percent (100%) of the Fair Market
Value of such Shares on the date of grant and (ii) such Option by its terms is
not exercisable after the expiration of five (5) years from the date of grant.

               (2) Stock Ownership. For purposes of (1) above, in determining
stock ownership an Employee shall be considered as owning the stock owned,
directly or indirectly, by or for his brothers, sisters, spouses, ancestors and
lineal descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be considered as being owned
proportionately by or for its shareholders, partners or beneficiaries. Stock
with respect to which such Employee holds an Option shall not be counted.

               (3) Outstanding Stock. For purposes of (1) above, "outstanding
stock" shall include all stock actually issued and outstanding immediately after
the grant of the Option to the Optionee. "Outstanding stock" shall not include
shares authorized for issue under outstanding Options held by the Optionee or by
any other person.

           (b) Option Grants for Non-Employee Directors.

               (1) Grant. Subject to the availability of an adequate number of
Shares



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designated under the Plan, each non-Employee Director shall be granted Director
Options under the Plan automatically on a non-discretionary basis according to
the following provisions of this Section 5(b). Director Options shall be granted
automatically to non-Employee Directors as follows: (i) each person who is a
non-Employee Director on the first business day following the 1995 annual
meeting of stockholders of the Company shall be granted on such date an Option
to purchase 2,500 Shares; and (ii) thereafter, each person who is a non-Employee
Director on the first business day following the day of a subsequent annual
meeting of stockholders shall be granted on such first business day an Option to
purchase 2,500 Shares.

           (2) Duration. Each Director Option shall terminate on the date which
is the tenth anniversary of the grant date, unless terminated earlier as
follows:

               (a) If an Optionee's service as a Director terminates for any
reason other than Disability, death, or cause, the Optionee may for a period of
three (3) months after such termination exercise his or her Option to the
extent, and only to the extent, that such Option or portion thereof was
exercisable as of the date of the Optionee's service as a Director was
terminated, after which time the Option shall automatically terminate in full.

               (b) If an Optionee's service as a Director terminates by reason
of Disability, the Optionee may, for a period of one (1) year after such
termination, exercise his or her Option to the extent, and only to the extent,
that such Option or portion thereof was vested and exercisable as of the date
the Optionee's service as Director terminated, after which one (1) year period
the Option shall automatically terminate in full.

               (c) If an Optionee's service as a Director terminates for cause,
the Option granted to the Optionee hereunder shall immediately terminate in full
and no rights thereunder may be exercised.

               (d) If an Optionee dies while a Director or within three (3)
months after termination of service as a Director as described in clause (a) or
(b) of this Section 5(b)2, the Option granted to the Optionee may be exercised
at any time within twelve (12) months after the Optionee's death by the person
or persons to whom such rights under the Option shall pass by will, or by the
laws of descent or distribution, after which time the Option shall terminate in
full; provided, however. that an Option may be exercised to the extent, and only
to the extent, that the Option or portion thereof was exercisable on the date of
termination of the Optionee's services as a Director.

        6. STOCK. The stock subject to Options granted under the Plan shall be
Shares of the Corporation's authorized but unissued or reacquired Common Stock.
The aggregate number of Shares which may be issued upon exercise of Options
under the Plan shall not exceed 100,000 shares. The number of Shares subject to
Options outstanding at any time shall not exceed the number of Shares remaining
available for issuance under the Plan. In the event that any outstanding Option
for any reason expires or is terminated, the Shares allocable to the



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unexercised portion of such Option may again be made subject to any Option. The
limitations established by this Section 6 shall be subject to adjustment in the
manner provided in Section 10 hereof upon the occurrence of an event specified
therein.

        7. TERMS AND CONDITIONS of OPTIONS.

           (a) Stock Option Agreements. Options shall be evidenced by written
stock option agreements in such form as the Board, or the Committee if there be
one, shall from time to time determine. Such agreements shall comply with and be
subject to the terms and conditions set forth below.

           (b) Number of Shares. Each Option shall state the number of Shares to
which it pertains and shall provide for the adjustment thereof in accordance
with the provisions of Section 10 hereof.

           (c) Exercise Price. Each Option shall state the Exercise Price. The
Exercise Price in the case of any Incentive Stock Option shall not be less than
the Fair Market Value on the date of grant and, in the case of any Option
granted to an Optionee shall not be less than one hundred percent (100%) of the
Fair Market Value on the date of grant.

           (d) Time of Payment. The purchase price shall be payable in full in
United States dollars upon the exercise of the Option.

           (e) Term and Nontransferability of Options. Each Option shall state
the time or times which all or part thereof becomes exercisable. No Option shall
be exercisable after the expiration of ten (10) years from the date it was
granted, and no Option granted to an Optionee described in Section 5(a)1 hereof
shall be exercisable after the expiration of five (5) years from the date it was
granted. During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee and shall not be assignable or transferable. In the event
of the Optionee's death, the Option shall not be transferable by the Optionee
other than by will or the laws of descent and distribution.

           (f) Termination of Employment. Except by Death. Disability or
Retirement. If an Optionee ceases to be an Employee for any reason other than
his or her death, Disability or Retirement, such Optionee shall have the right,
subject to the restrictions of (3) above, to exercise the Option at any time
within three (3) months after termination of employment, but only to the extent
that, at the date of termination of employment, the Optionee's right to exercise
such Option had accrued pursuant to the terms of the applicable option agreement
and had not previously been exercised; provided, however, that if the Optionee
was terminated for cause (as defined in the applicable option agreement) any
Option not exercised in full prior to such termination shall be cancelled. For
this purpose, the employment relationship shall be treated as continuing intact
while the Optionee is on military leave, sick leave or other bona fide leave of
absence (to be determined in the sole discretion of the Committee). The
foregoing


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notwithstanding, in the case of an Incentive Stock Option, employment shall not
be deemed to continue beyond the ninetieth (90th) day after the Optionee's
reemployment rights are guaranteed by statute or by contract.

           (g) Death of Optionee. If an Optionee dies while an Employee, or
after ceasing to be an Employee but during the period while he or she could have
exercised the Option under this Section 7, and has not fully exercised the
Option, then the Option may be exercised in full, subject to the restrictions of
(3) above, at any time within twelve (12) months after the Optionee's death, by
the executors or administrators of his or her estate or by any person or persons
who have acquired the Option directly from the Optionee by bequest or
inheritance, but only to the extent that, at the date of death, the Optionee's
right to exercise such Option had accrued and had not been forfeited pursuant to
the terms of the applicable Option Agreement and had not previously been
exercised.

           (h) Disability, of Optionee. If an Optionee ceases to be an Employee
by reason of Disability, such Optionee shall have the right, subject to the
restrictions of (f) above, to exercise the Option at any time within twelve (12)
months after termination of employment, the Optionee's right to exercise such
Option had accrued pursuant to the terms of the applicable Option Agreement and
had not previously been exercised.

           (i) Retirement of Optionee. If an Optionee ceases to be an Employee
by reason of Retirement, such Optionee shall have the right, subject to the
restrictions of (3) above, to exercise the Option at any time within three (3)
months after termination of employment, but only to the extent that, at the date
of termination of employment, the Optionee's right to exercise such Option had
accrued pursuant to the terms of the applicable Option Agreement and had not
previously been exercised.

           (j) Rights as a Stockholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by his or her Option until the date of the issuance of a stock
certificate for such Shares. No adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property), distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 10 hereof.

           (k) Modification. Extension and Renewal of Option. Within the
limitations of the Plan, the Board, or the Committee if there be one, may
modify, extend or renew outstanding Options or accept the cancellation of
outstanding Options (to the extent not previously exercised) for the granting of
new Options in substitution thereof. The foregoing notwithstanding, no
modification of an Option shall, without the consent of the Optionee, alter or
impair any rights or obligations under any Option previously granted.

           (l) Other Provisions. The stock option agreements authorized under
the Plan may contain such other provisions not inconsistent with the terms of
the Plan (including, without



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limitation, restrictions upon the exercise of the Option) as the Board, or the
Committee if there be one, shall deem advisable.

        8. LIMITATION ON VALUE OF EXERCISABLE SHARES. In the case of Incentive
Stock Options granted hereunder, the aggregate Fair Market Value (determined as
of the date of the grant thereof) of the Shares with respect to which Incentive
Stock Options become exercisable by any employee of the Company for the first
time during any calendar year (under this Plan and all other plans maintained by
the Corporation, its parent or its Subsidiaries) shall not exceed $100,000.

        9. TERM OF PLAN. Options may be granted pursuant to the Plan until the
expiration of ten (10) years from the effective date of the Plan.

        10. RECAPITALIZATIONS. Subject to any required action by shareholders,
the number of Shares covered by the Plan as provided in Section 6 hereof, the
number of Shares covered by each outstanding Option and the Exercise Price
thereof shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a subdivision or consolidation of Shares
or the payment of a stock dividend (but only of Common Stock) or any other
increase or decrease in the number of issued Shares effected without receipt of
consideration by the Corporation. Subject to any required action by stockholder,
if the Corporation is the surviving corporation in any merger or consolidation,
each outstanding Option shall pertain and apply to the securities to which a
holder of the number of Shares subject to the Option would have been entitled.
In the event of a merger or consolidation in which the Corporation is not the
surviving corporation, the date of exercisability of each outstanding Option
shall be accelerated to a date prior to such merger or consolidation, unless the
agreement of merger or consolidation provides for the assumption of the Option
by the successor to the Corporation. To the extent that the foregoing
adjustments relate to securities of the Corporation, such adjustments shall be
made by the Board, or the Committee if there be one, whose determination shall
be conclusive and binding on all persons. Except as expressly provided in this
Section 10, the Optionee shall have no rights by reason of subdivision or
consolidation of shares of stock of any class, the payment of any stock dividend
or any other increase or decrease in the number of shares of stock of any class
or by reason of any dissolution, liquidation, merger or consolidation or
spin-off of assets or stock of another corporation, and any issue by the
Corporation of shares of stock of any class, or securities convertible into
shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of Exercise Price of Shares
subject to an Option. The grant of an Option pursuant to the Plan shall not
affect in any way the right or power to the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business assets.

        11. SECURITIES LAW REQUIREMENTS.

            (a) Legality of Issuance. The issuance of any Shares upon the
exercise of any



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Option and the grant of any Option shall be contingent upon the following:

                  (1) The Corporation and the Optionee shall have taken all
actions required to register the Shares under the Securities Act of 1933, as
amended (the "Act"), and to qualify the Option and the Shares under any and all
applicable state securities or "blue sky" laws or regulations, or to perfect an
exemption from the respective registration and qualification requirements
thereof;

                  (2) Any applicable listing requirement of any stock exchange
on which the Common Stock is listed shall have been satisfied; and

                  (3) Any other applicable provision of state or Federal law
shall be satisfied.

           (b) Restrictions on Transfer. Regardless of whether the offering and
sale of Shares under the Plan has been registered under the Act or has been
registered or qualified under the securities laws of any state, the Corporation
may impose restrictions on the sale, pledge or other transfer of such Shares
(including the placement of appropriate legends on stock certificates) if, in
the judgment of the Corporation and its counsel, such restrictions are necessary
or desirable in order to achieve compliance with the provisions of the Act, the
securities laws of any state or any other law. In the event that the sale of
Shares under the Plan is not required an investment representation or other
representation, each Optionee shall be required to represent that such Shares
are being acquired for investment, and not with a view to the sale or
distribution thereof, and to make such other representations as are deemed
necessary or appropriate by the Corporation and its counsel. Any determination
by the Corporation and its counsel in connection with any of the matter set
forth in this Section 11 shall be conclusive and binding on all persons. Stock
certificates evidencing Shares acquired under the Plan pursuant to an
unregistered transaction shall bear the following restrictive legend and such
other restrictive legends as are required or deemed advisable under the
provisions of any applicable law.

           "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OF SUCH
SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN
EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH
REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT."

           (c) Registration or Qualification of Securities. The Corporation may,
but shall not be obligated to register or qualify the issuance of Options and/or
the sale of Shares under the Act or any other applicable law. The Corporation
shall not be obligated to take any affirmative action in order to cause the
issuance of Options or the sale of Shares under the Plan to comply with any law.


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           (d) Exchange of Certificates. If, in the opinion of the Corporation
and its counsel, any legend placed on a stock certificate representing shares
sold under the Plan is no longer required, the holder of such certificate shall
be entitled to exchange such certificate for a certificate representing the same
number of Shares but lacking such legend.

        12. INTERPRETATION. Unless otherwise expressly stated in the relevant
Agreement, any grant of Options is intended to be performance-based compensation
within the meaning of Section 162(m)(4)(C) of the Code. The Board, or Committee
if there be one, shall not be entitled to exercise any discretion otherwise
authorized hereunder with respect to such Options if the ability to exercise
such discretion or the exercise of such discretion itself would cause the
compensation attributable to such Options to fail to qualify as
performance-based compensation.

        13. AMENDMENT OF THE PLAN. The Board may from time to time, with
respect to any Shares at the time not subject to Options, suspend or discontinue
the Plan or revise or amend it in any respect whatsoever except that, without
the approval of the Corporation's stockholders, no such revision or amendment
shall:

            (a) Increase the number of Shares subject to the Plan; or

            (c) Amend this Section 12 to defeat its purpose.

        14. APPLICATION OF FUNDS. The proceeds received by the Corporation from
the sale of Common Stock pursuant to the exercise of an Option will be used for
general corporate purposes.

        15. EXECUTION. To record the adoption of the Plan in the form set forth
above by the Board effective as of February 9, 1995, the Corporation has caused
this Plan to be executed in the name and on behalf of the Corporation where
provided below by an officer of the Corporation thereunto duly authorized.



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