DESCRIPTION - 1997 Non-Qualified Stock Option Plan dated December 31, 
1997.

1997 NON-QUALIFIED STOCK OPTION PLAN


The Company's 1997 Non-Qualified Stock Option Plan (the "Plan") shall 
include the following terms and conditions:

1.  Number of Shares.  The number of shares of the Company's plan shall be 
and include one hundred thousand shares (100,000) of the Company's Common 
Stock which is approximately equal to ten percent (10%) of the Company's 
currently issued and outstanding shares of such stock (collectively herein 
the "Stock").

2.  Units.  Options to purchase shares of such Stock ("options") shall be 
granted to employees and/or persons regularly retained by the Company 
pursuant to and in accordance with the Plan in increments of one thousand 
(1,000) shares (herein a "Unit") up to a maximum of 100 such Units.

3.  Initial Grant.  An initial grant of options to purchase shares of the 
Stock under the Plan, expressed in Units, is hereby made subject to the 
terms and conditions set forth herein, as follows (the "Initial Grant"):
	Recipient						  No. Units
	Robert Bretz 					    10.0
	Eric Jung							7.5
	William Kliss					    20.0
	Daniel Luebben					    10.0

                                            47.5

4.  Remaining Shares.  Following the Initial Grant, forty-seven thousand 
five hundred (47,500) shares representing forty-seven and one-half (47.5) 
Units, fifty-two thousand five hundred shares representing 52.5 Units 
remain available for grant by the Company (the "Remaining Shares" as such 
number of shares shall be adjusted from time to time).  If any of the 
Units (and underlying options/shares) terminate in accordance with the 
terms of the Plan during the term thereof, then such Units (and underlying 
options/shares) shall automatically be returned to the status of Remaining 
Shares available for grant under and in accordance with the Plan.

5.  Term of the Plan.  The term of the Plan, during which time options to 
purchase shares of the Stock covered by the Plan may be granted/issued, 
shall be for the period ending and ended December 31, 2002 (the "Term").  
Thereafter, no more options may be  granted/issued under the Plan; 
however, all options granted, issued and outstanding prior to or at the 
end of the Term of the Plan shall remain issued and outstanding and 
otherwise effective and exercisable in all respects pursuant to and in 
accordance with the Plan.
	
6.  Option Price.  The cash price per share to be paid by the recipients 
of the Initial Grant of Options shall be $1.65 (the "Exercise Price") 
which is the approximate mean average of the published representative bid 
and asked price of shares of the Company's stock in the public trading 
market for such stock at the effective date of the Plan less a forty-five 
percent (45%) discount reflecting the restricted nature of such shares of 
Stock to be issued in one or more private transactions without 
registration under applicable federal and state securities laws, requiring 
the holder of the shares of Stock purchased pursuant to such options to 
hold such shares of Stock for a minimum of one (1) year following the 
actual purchase thereof before such Stock can be sold in the 
public trading market for such Stock, and such other qualifications as to 
the recipient's right to exercise the option and purchase such Stock as 
provided for herein.  Notwithstanding the foregoing, if the published 
representative mean average of the bid and asked price for the Company's 
stock in the public trading market for such stock should increase during 
the thirty (30) day period following the effective date of the Plan 
(December 31, 1997) by more than ten percent (10%), then the Exercise 
Price of the shares of Stock constituting the Initial Grant shall be 
automatically adjusted to reflect such increased representative public 
trading market price of the Company's stock as adjusted by such 45% 
discount attributable to the restricted nature of such Stock (the 
"Adjusted Exercise Price").  Any such adjustment in the Exercise Price as 
provided for herein shall be memorialized in a further resolution of this 
Board of Directors filed in the Company's Minute Book within sixty (60) 
days following the initial date of such grant/issuance of options.  The 
recipient of the option may, subject to the satisfaction of all 
requirements in respect thereof as set forth in this Plan, but shall not 
be obligated to exercise the option to purchase all or any portion 
of the shares of Stock covered by such particular option.  The recipients 
of options granted under the Plan shall be responsible for and shall pay 
any and all federal and/or state taxes attributable to or otherwise 
resulting from the grant and/or receipt of the options, if any, and the 
exercise, purchase and sale of the shares by such recipients of stock 
covered by such option; however, the Company shall, as a part of the Plan, 
be obligated to and shall reimburse each recipient for the amount of 
federal and state taxes paid by the recipient in respect of the exercise 
and/or sale of the shares of Stock received pursuant to the option in the 
year or years in which the recipient pays any such taxes within sixty (60) 
days of receipt by the Company from the recipient of appropriate written 
confirmation establishing the actual payment and amount of such taxes.  
Except as expressly provided for hereinabove, the Company shall have no 
further responsibility, obligation or liability in respect of taxes due 
and owing by, and or paid by, the recipient in respect of the grant and/or 
exercise of the options, the receipt and/or sale of shares of the Stock 
thereunder and/or the reimbursement by the Company of the taxes paid by 
the recipient attributable to the exercise and sale of such Stock 
(including in respect of the recognition, if any, of any further taxes 
which may be due and owing by the recipient attributable to the payment of 
taxes by the Company as provided for hereinabove which payment of any such 
additional taxes is the sole responsibility, obligation and/or liability 
of the recipient).

7.  Future Grants/Exercise Price.  Remaining Shares of the Stock which are 
the subject of options to be granted under the Plan following the Initial 
Grant shall have such exercise price as the Board shall set from time to 
time as the Board acts to grant and issue such Options to purchase all or 
any portion of the Remaining Shares in the Plan.
		
8.  Conditions to Exercise.  Subject to the provisions of paragraph 9 of 
this Agreement, to be entitled to exercise options granted/issued under 
the Plan, and to purchase and acquire shares of the Stock represented by 
the options which are being exercised by the recipient thereof from time 
to time, the recipient must be an employee of the Company or have been 
regularly retained and have been providing services to the Company (i) at 
the time of any such exercise and (ii) for the two (2) year period 
immediately preceding any such exercise (the "Service Term").  If the 
recipient of any options granted under the Plan (the "recipient" or 
"option holder") ceases being an employee of, or no longer is regularly 
providing services to, the Company at any time prior to the exercise of 
options held by the recipient, whether such cessation of employment or 
other services is voluntary or not, all options held by such recipient 
shall automatically terminate and expire (and return to the status of 
Remaining Shares), and be of no further force or effect (unless the Board 
of Directors acting in its sole discretion and election adopts a further 
written resolution providing to the contrary).  All persons receiving 
option grants under the Plan shall, prior to the actual issuance of any 
such options, provide the Company with a written acknowledgement and 
agreement to the within described Service Term condition to such option 
grant, and the person's rights and entitlements thereunder, in 
form/content satisfactory to the Company and its counsel.  The exercise of 
options by any recipient within five (5) business days following any 
involuntary (at the Company's election and direction) termination of 
employment or other services with or for the Company shall, assuming all 
other conditions pertaining to such exercise as provided for herein are 
satisfied (including without limitation the Market Price condition 
provided for below), be deemed to satisfy the Services Term provided for 
herein.  If any option granted and issued under the Plan including without 
limitation the Initial Grant has not previously been exercised in 
accordance with the terms/conditions of the Plan, and is not exercised by 
the recipient in accordance with the terms/conditions of the Plan 
within the above referenced five business day period following termination 
of employment or services of the recipient, then any and all options held 
by any such terminating recipient shall thereafter be null and void and of 
no further force or effect.  If the Service Term has been satisfied, and 
all other conditions shall also have been satisfied (including without 
limitation the Market Price condition provided for below), then upon the 
death or permanent disability of the recipient, the recipient in the case 
of such disabled recipient, or the heirs or other beneficiaries in the 
event of the death of the recipient, shall have ninety (90) days following 
any such permanent disability or death to exercise any and all options 
previously granted to but unexercised by any such recipient and held by 
any such disabled or deceased recipient.  If any such unexercised options 
are not timely exercised by any such permanently disabled recipient or for 
such deceased recipient in accordance with the terms and conditions 
hereof, then any and all options held by any such disabled or deceased 
recipient shall thereafter be null and void and of no further force or 
effect.  Further, to be eligible to exercise options granted/issued under 
this Plan, the reported public trading market price of the Company's 
Common Stock (low "Bid" or last/closing price) shall have reached $6.50 
per share (for the majority of trading days in the thirty (30) day period 
preceding the date of exercise) for purposes of the Initial Grant and such 
other increased public trading market price for the Remaining Shares and 
option grants in respect thereof as the Board shall determine to be 
appropriate at the time of any such further grants by the Board (the 
"Market Price" condition).

9.	Change of Ownership or Control.  If there is a change of ownership 
or control of the Company at any time or from time to time during the Term 
of the Plan, including any event or transaction whereby Robert S. Cope 
(exclusive of other members of the Cope Family or in his capacity as 
Trustee) no longer owns shares of the Company's Common Stock representing 
at least 25% of the Company's issued and outstanding Common Stock, unless 
the recipients of any unexercised options under the Plan shall have 
entered into written employment agreements with the Company, or its 
successor following any such purchase of assets change of ownership or 
control transaction, within thirty (30) days of the effective date of any 
such event or transaction at the election and sole satisfaction of each 
such recipient of outstanding and unexercised options, then any and each 
of such recipients who were employed by the Company or otherwise providing 
services to the Company at the time of any such change of ownership or 
control transaction shall have the absolute and unqualified right but 
shall not be obligated to require that the Company and/or any such 
successor in interest where applicable, and at the request of any 
recipient the Company and/or any such successor shall be obligated to and 
shall, purchase all or such part, as may be designated by the recipient, 
of such recipient's options and interest therein and thereto for a cash 
purchase price, payable within sixty (60) days of such change of ownership 
or control transaction, equal to the maximum or highest price per share 
which was paid for the shares of the Company's Common Stock including to 
Robert S. Cope by the purchaser/successor in interest in or otherwise 
related to any such change of ownership/control transaction but in no 
event less than $6.50 per share of Stock covered by such options or, if 
such change of ownership/control transaction did not involve the purchase 
of any shares of the Company's Common Stock, the higher of $6.50 per share 
(of the shares covered by any such unexercised option) or the amount of 
net worth per share (assets minus liabilities), prior to the change of 
ownership or control transaction and the exercise of any options then 
outstanding under the Plan, as reflected on the Company's most recent 
audited Balance Sheet (the "Recipient's Purchase Election"); provided, 
however, that the Recipient's Purchase Election is not intended and shall 
not otherwise be deemed to include or apply to any sale by Robert S. Cope 
of shares of the Company's Common Stock to an employee stock ownership 
trust and/or plan, generally described as a qualified stock bonus plan or 
a combination stock bonus and money purchase pension plan that meets 
certain requirements under the Employee Retirement Income Security Act of 
1974 as amended and under the Internal Revenue Code of 1986 as amended 
that allows the plan to borrow from or on the credit of the Company or its 
shareholders for the purpose of investing in the Company's securities (the 
"ESOP Exception").  For purposes of this paragraph of the Plan, unless 
otherwise expressly provided for "change of ownership or control" shall 
include any event or transaction covered by Section 181 of the California 
General Corporation Laws.  Notwithstanding anything to the contrary set 
forth in this Plan, including in paragraph 6 wherein the Company agrees to 
be responsible to reimburse recipients for taxes paid in respect of the 
options and the exercise and/or sale of Stock thereunder, the Company 
shall not be responsible, obligated and/or liable in any manner for 
payment of taxes attributable to the repurchase of options from recipients 
as provided for in this paragraph, which shall be solely the 
responsibility, obligation and liability of the recipients.

10.  Notice of Exercise and Payment For and Delivery of Stock Purchased 
Pursuant to Options Granted Under the Plan.  Recipients of options to 
purchase shares of Stock under the Plan, who desire to and are entitled to 
exercise such options during the Term of the Plan in accordance with the 
terms and conditions of the Plan including the Service Term and Market 
Price conditions to such exercisability, shall exercise such options by 
written notice to the Company ("Notice of Exercise") signed by the 
recipient and stating the number of shares of Stock covered by outstanding 
options which the recipient intends to purchase pursuant to such Notice of 
Exercise (the "Purchased Stock") and the total cash consideration to be 
paid by the recipient for such shares of Purchased Stock (the "Purchase 
Price") and confirming the recipient's belief that all of the conditions 
to the recipient's right to exercise the option to purchase the Purchased 
Stock have been satisfied at the date of the Notice of Exercise.  Upon 
receipt by the Company, the Board of Directors shall review the Notice of 
Exercise and deliver to the recipient providing such Notice of Exercise a 
return notice, within (30) days following receipt of such Notice of 
Exercise, confirming the recipient's right to purchase the Purchased Stock 
for the Purchase Price set forth in the Notice of Exercise and setting a 
date for the consummation of such stock sale and purchase transaction, 
including the payment by the recipient of the Purchase Price and the 
delivery by the Company of the certificate representing the Purchased 
Stock, or setting forth any deficiencies in the Notice of Exercise 
effecting the recipient's right to exercise the option and/or the Purchase 
Price to be paid for the Stock where the recipient is eligible to exercise 
the option but has made an error in computing such Purchase Price (the 
"Company's Notice").  The Company's Notice shall also reference the number 
of option shares of stock remaining to be purchased by the recipient, and 
the remaining time within which such shares must be purchased before the 
option period expires if less than the total number of shares of stock 
covered by options granted to the recipient are covered by the recipient's 
Notice of Exercise.  Recipients are not required to purchase all shares 
covered by options granted to them at one time and may exercise their 
option to purchase shares of Stock covered thereby from time to time 
without limitation during the period such option remains outstanding and 
exercisable by the recipient; provided, however, that all of the 
conditions to the exercise of the option must be satisfied at the time of 
the exercise of the option and each time such option is exercised if the 
recipient elects to exercise the option to purchase less than the total 
number of shares covered by the option on any particular occasion.  
The length of the option, being the period of time within which the option 
must be exercised to purchase all of the shares of stock covered by such 
option before it automatically expires and is of no further force or 
effect (the "Option Term") is five (5) years from the date of issuance for 
the Initial Grant (all options described herein as being part of the 
Initial Grant) and, for all other options granted in respect of the 
Remaining Shares, the Option Term shall, unless otherwise expressly 
provided by the Company's Board of Directors at the time of any such 
grant, be three (3) years from the date of issuance of any such option in 
respect of any of the Remaining Shares so that, in no event, will the 
Option Term of any option granted and issued under the Plan extend beyond 
December 31, 2005.  Notwithstanding anything to the contrary contained 
herein, unless any option granted under this Plan is exercised for all of 
the shares of Stock covered thereby on or before the end of the Option 
Term of any such option, the option and the right to purchase Shares of 
the Company's Stock as provided or under the option and the Plan shall 
automatically expire and terminate at the end of such Option Term and any 
and all such expired options shall have no remaining right, entitlement 
and/or benefit to the recipient thereof or to any other person or entity 
and any and all expired options shall have no legal or other force or 
effect.  The options granted under the Plan, including the right to 
exercise such options and purchase the Stock covered thereby, is personal 
to the recipient thereof; and shall not be sold, transferred or assigned 
by the recipient and is not otherwise transferable, assignable or 
alienable by operation of law or otherwise, except in the case of the 
death of the recipient as provided for in paragraph 8 of this Plan.  Upon 
grant and issuance by the Company pursuant to and in accordance with the 
Plan, the option is personal property of the recipient; however, the right 
to exercise the option and purchase the Stock covered thereby is subject 
to and conditioned upon the requirements set forth in this Plan including 
without limitation satisfaction of the Service Term and the Market Price 
condition and, except as otherwise provided for under paragraph 9 (Change 
of Ownership or Control), unless and until the Service Term and Market 
Price conditions are satisfied (and are satisfied from time to time in the 
case of an option which is exercised for less than all of the shares of 
Stock covered thereby and then is the subject of a subsequent notice of 
exercise) the options granted and issued by the Company under the Plan 
have no economic value or benefit to the recipient in respect of the 
recipient's right to exercise the option and purchase shares of Stock 
thereunder.  Subject to the satisfaction and completion of all 
requirements therefor as set froth in the Plan, at the date specified in 
the Company's Notice to the recipient the Company shall sell, issue and 
deliver to the recipient the shares of stock including a certificate 
registered in the name of the recipient covered by the option which are 
being purchase by the recipient as set forth in the Notice of Exercise, 
and the recipient shall purchase, acquire and accept delivery of such 
shares of and certificates of Stock and make payment in full therefore at 
the time of such sale/purchase transaction; and the recipient/purchaser 
shall execute and deliver to the Company such documentation including 
acknowledgements and agreements by the recipient/purchaser as the Company 
and its legal counsel shall reasonably request and require including 
without limitation in order to comply with all applicable securities laws 
requirements attending or otherwise in respect of the subject sale of 
Stock by the Company to the recipient in a private transaction without 
registration under applicable federal or state securities laws.

11.  Protection Against Dilution.  In the event that the Company issues 
any new shares of Common Stock in excess of ten percent (10%) of the total 
number of such shares actually issued and outstanding at the effective 
date of the plan (1,090,478 shares), or the Company issues any other class 
of voting stock or other securities convertible into voting stock of the 
Company in excess of 10% of the total number of such shares of voting 
Common Stock actually issued and outstanding at the effective date of the 
Plan, at any time during the Term of the Plan or thereafter when any 
option(s) issued pursuant to the Plan remain outstanding and exercisable 
by the recipient thereof), then, and all shares of the Company's Common 
Stock covered by options previously granted and issued by the Company to 
any recipient thereof, the total number of shares of the Company's Common 
Stock constituting and comprising the Plan shall automatically increase to 
that number of shares the Company's Common Stock which, following any such 
increase shall maintain the parity between the number of shares covered 
by the Plan, including the shares covered by options already granted and 
issued, and the total number of shares issued and outstanding at the 
effective date of the Plan or approximately ten percent (10%) so as to 
protect against dilution of the shares of Stock covered by the Plan and 
the shares of Stock covered by options already granted and issued by the 
Plan as a result of the issuance of any additional shares of voting stock 
by the Company during the Term of the Plan or otherwise while any options 
issued thereunder remain issued, outstanding and exercisable.  For 
example, if the Company had one million shares of Common Stock issued and 
outstanding at the effective date of the Plan, and thereafter issued an 
aggregate of an additional 100,000 shares of its Common Stock during the 
Term of the Plan, there would be no change (no increase) in the number of 
shares of Stock covered by the Plan or in the number of shares underlying 
options granted and issued thereunder.  If, however, the Company issued an 
aggregate of an additional 150,000 shares of its Common Stock during the 
Term of the Plan (in excess of 10% of the original one million shares), 
then the total number of shares of the Company's Common Stock covered by 
the Plan would automatically increase from 100,000 shares to 115,000 
shares and each Unit of Stock would automatically increase from 1,000 
shares to 1,115 shares, and each outstanding option and the underlying 
shares covered thereby would increase accordingly.  Notwithstanding the 
foregoing provision, if the Company acts to reduce the total number of its 
shares issued and outstanding during the Term of the Plan or while any 
option(s) granted and issued thereunder remain exercisable, there shall be 
no reduction in the total number of shares of Stock covered by the Plan 
including the options previously granted and issued thereunder which 
remain outstanding and exercisable.  Except as otherwise already expressly 
provided for above, if the number of outstanding shares of Common Stock of 
the Company are increased or decreased, or if such shares are exchanged 
for a different number or kind of shares or securities of the Company 
through reorganization, merger, reverse merger, recapitalization, 
reclassification, stock dividend, stock split, reverse split, combination 
of shares or other similar transaction, then the aggregate number of 
shares of Common Stock subject to the Plan as provided for in Section 1 
hereof and the shares of Common Stock subject to issued and outstanding 
options  under the Plan shall be appropriately and proportionately 
adjusted by the Company.  Any such adjustment in the outstanding options 
shall be made without change in the aggregate purchase price applicable to 
the unexercised portion of any such option but with an appropriate 
adjustment in the price for each share or other unit of any security 
covered by the option.

12.	Compliance With Securities and Other Laws.  The effectiveness of the 
Plan, and the issuance of the options and shares of the Company's Stock 
pursuant to the options covered by the Plan, is subject to compliance with 
all applicable federal and state securities and other laws by the Company 
governing the matters which are the subject of the Plan.  



13.  Miscellaneous.
			
(i).  Complete Plan/Agreement/Amendment.  The within Plan sets forth all 
of the terms and conditions of the Plan, which constitutes and comprises 
the agreements by, between and among the Company and the recipients of 
options under the Plan in accordance herewith.  The Plan, and the 
agreements arising out of the grant of options under and in accordance 
with the Plan, may not be amended without a further written resolution 
adopted by the Company's Board of Directors; and, in any event, agreements 
between the Company and the recipients arising out of the granting of 
options under the Plan, may not be modified or otherwise amended without 
the prior written agreement of such parties consistent with the terms and 
conditions set forth under the Plan.  If, for any reason, it is determined 
that any ambiguity exits in the language of the Plan and/or the agreements 
arising out of or resulting from the Plan, then such ambiguity shall be 
resolved by the Board of Directors of the Company acting in its sole 
discretion and judgment; and, in no event, shall the existence of any such 
ambiguity be determined against the Company for the reason that the 
Company and/or any representative thereof drafted or otherwise prepared 
the within Plan and/or any acknowledgment or agreement between the Company 
and any recipient(s) in respect of the Plan.

(ii).  Governing Law.  The Plan, and the rights, duties and obligations 
represented thereby and thereunder, is intended to be made, governed and 
interpreted under the laws of the State of California.  Any dispute and 
resulting claim arising out of or otherwise resulting from or under the 
Plan, and agreements thereunder, shall be resolved in any court of 
competent jurisdiction located in Los Angeles, California.

(iii).  Retention In Minute Book.  The original copy of the Plan as 
amended from time to time, and a written record of all options granted 
thereunder and shares of Stock exercised and purchased under and in 
accordance with the Plan, is to be maintained in the Company's Minute 
Book.    

(iv).  Separate Agreements Covering Grants Under The Plan.  As indicated 
elsewhere herein, all grants of options to individual recipients under the 
Plan shall be memorialized in writing in an agreement by and between the 
Company and the recipient which agreement(s) shall incorporate by 
reference this Plan (as amended from time to time).  The execution and 
delivery of such agreement, in form and content satisfactory to the 
Company and its counsel, shall be deemed to be a condition precedent to 
the effectiveness of any such grant, and the inception of the recipient's 
rights and benefits, under the Plan.