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                             MagnaVision Corporation

                     Non-qualified Stock Option Plan of 1999

1.   Purpose: The purpose of the 1999 Non-qualified Stock Option Plan of
     MagnaVision Corporation is to strengthen MagnaVision's ability to reward
     performance which enhances long term shareholder value; to increase
     employee stock ownership through performance based compensation plans; and
     to strengthen MagnaVision's ability to attract and retain outstanding
     employees and executives.

2.   Definitions:

"Act" means the Security Exchange Act of 1934, as amended.

"Approved Leave of Absence" means a leave of absence of definite length approved
by the president or by another officer of MagnaVision to whom the Board of
Directors delegates such Authority.

"MagnaVision" means MagnaVision Corporation, its subsidiaries and affiliates or
any successor company.

"Board" means the Board of Directors of MagnaVision.

"Code" means the Internal Revenue Code of 1986, as amended, or the corresponding
provision of any successor statute.

"Committee" means the Compensation Committee designated by the Board to
administer the Plan pursuant to Paragraph 3.

"Common Stock" means the Common Stock, par value $___ per share of MagnaVision
Corporation.

"Non-qualified Option" or "Option" means each Non-qualified Option under the
Plan.

"Optionee" means any Director, officer (including Directors who are also such
officers) or employee of MagnaVision who is granted an Option under the Plan.

"Plan" means this Stock Option Plan of 1998.

3.   Administration: The Plan shall be administered by the Committee which shall
     be comprised of not less than two members of the Board, none of whom shall
     be employees of MagnaVision. The Committee shall (i) grant Options to
     Optionees and (ii) determine the terms and conditions in accordance with
     the provisions of the Plan. The Committee shall have full authority to
     construe and interpret the Plan, to establish, amend and rescind rules and
     regulations relating to the Plan, to administer the Plan, and to take all
     such steps and make all such determinations in connection with the Plan and
     Options granted thereunder as it may deem necessary or advisable. All
     determinations of the Committee shall be by a majority of its members and
     shall be evidenced by resolution, written consent or other appropriate
     action, and the Committee's determination shall be final.

4.   Participation: All Directors, full-time salaried officers and employees of
     MagnaVision shall be eligible for selection to participate in the Plan. The
     Board, at the recommendation of the Committee shall select from the
     eligible class and determine individuals for whom Options shall be granted,
     the terms and provisions of the respective Stock Option Agreements (which
     need not be identical), the times at which such Options shall be granted,
     and the number of shares subject to each Option. An individual who has been
     granted an Option may, if eligible, be granted additional Options if the
     Board shall so determine.
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Exhibit A is the letter form of Option grant.

5.   Stock Subject to the Plan: Subject to the provision of Section 8 hereof,
     the maximum number and kind of shares as to which Options may be granted
     under the Plan are 349,986 shares of Common Stock that may be granted as
     either Non-qualified Options less any Incentive Stock Options granted under
     the Incentive Stock Option Plan of 1999. Shares of Common Stock subject to
     Options under the Plan are authorized but unissued shares. If any Option
     shall expire for any reason without having been exercised in full, the
     unpurchased shares subject thereto shall again be available for purposes of
     the Plan.

All Options hereunder must be granted before May 8, 2007.

6.   Terms and Conditions of Non-qualified Options: All Non-qualified Options
     under the Plan shall be granted subject to the following terms and
     conditions.

a.   Option price: The Option price per share with respect to each Option for a
     Director shall be determined by the Board but shall not be less than the
     higher of the par value or 100% of the fair market value of the Common
     Stock on the date the Option is granted, such fair market value to be
     determined in accordance with a reasonable valuation method. The Option
     price per share with respect to each Option for an officer (including
     Directors who are also such officers) or an employee shall be determined by
     the Board but shall not be less than the higher of the par value or 85% of
     the fair market value of the Common Stock on the date the Option is
     granted.

b.   Duration of Option: Options shall be exercisable at such time or times and
     under such conditions as set forth in the written agreement evidencing such
     Option, but in no event shall any Option be exercisable subsequent to the
     tenth anniversary of the date on which such Option is granted.

c.   Exercise of Option: Except as provided in Section 6e, 6f or 7b, the shares
     of Common Stock covered by an Option may not be purchased prior to the
     first anniversary of the date on which the Option is granted, unless the
     Committee shall determine otherwise, but thereafter may be purchased at one
     time or in such installments over the balance of the Option period as may
     be provided in the Option. Any share not purchased on the applicable
     installment date may, unless the Committee shall have determined otherwise,
     be purchased thereafter at any time prior to the final expiration of the
     Option. To the extent that the right to purchase shares has accrued
     thereunder, Options may be exercised from time to time by written notice to
     MagnaVision. Exhibit B is the proper form of notice of exercise.
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The purchase price of any shares shall be paid in full in cash, and no other
form of consideration, at the time of each exercise.

d.   Non-Transferability of Options: The Options granted hereunder are not
     transferable by the Optionee. During an Optionee's lifetime, the Option may
     be exercised only by the Optionee. Upon the death of the Optionee, the
     Options may be transferred by the Last Will and Testament of the Optionee
     or by the applicable state laws of decedent and distribution and the
     Options may only be exercised by the deceased Optionee's duly appointed
     legal representative.

e.   Termination of Employment: Upon the termination of an Optionee's
     employment, for any reason other than death, the Option shall be
     exercisable only as to those shares of Common Stock which were then subject
     to the exercise of such Option, provided that (i) in the case of disability
     as described below, any holding period required by Section 6c shall
     automatically be deemed to be satisfied and (ii) the Committee may
     determine that particular limitations and restrictions under the Plan shall
     not apply, and such Option shall expire according to the following schedule
     (unless the Committee should provide for shorter periods at the time the
     Option is granted).

         (i)   Retirement: Option shall expire, unless exercised, five (5) years
               after the date of the Optionee's retirement from MagnaVision.

         (ii)  Disability: Option shall expire, unless exercised, five (5) years
               after the date of termination by disability.

         (iii) Gross Misconduct: Option shall expire upon receipt by the
               Optionee of notice of termination if he or she is terminated for
               deliberate, willful or gross misconduct as determined by the
               Board.

         (iv)  All other Terminations: Option shall expire, unless exercised,
               three (3) months after the date of such termination.

f.   Death of Optionee: Upon the death of an Optionee during his or her period
     of employment, the Option shall be exercisable only as to those shares of
     Common Stock which were subject to the exercise of such Option at the time
     of his or her death provided that (i) any holding period required by
     Section 6c shall automatically be deemed to be satisfied and (ii) the
     Committee may determine that particular limitations and restrictions under
     the Plan shall not apply, and such Option shall expire unless exercised by
     the Optionee's legal representative or heirs, one (1) year after the date
     of such death.
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In no event, however, shall any Option be exercisable pursuant to 6e or 6f
subsequent to the tenth anniversary of the date on which it is granted.

7.   Adjustment in Event of Changes in Capitalization: In the event of
     recapitalization, stock split, stock dividend, combination or exchange of
     shares, merger, consolidation, rights offering, separation, spin-off,
     reorganization or liquidation, or any other change in the corporate
     structure or shares of MagnaVision, the Board, upon recommendation of the
     Committee, may make such equitable adjustments as it may deem appropriate
     in the number and kind of shares authorized by the Plan, in the Option
     price of outstanding Options, and in the number and kind of shares or other
     securities or property subject to Options or covered by outstanding grants.

8.   Termination or Amendment of the Plan: The Board may at any time terminate
     the Plan with respect to any shares of Common Stock not at the time being
     subject to outstanding Options, and may from time to time alter or amend
     the Plan or any part thereof (including, but without limiting the
     generality of the foregoing, any amendment deemed necessary to ensure that
     the company may obtain any approval referred to in Section ( hereof or to
     ensure that the grant of Options, the exercise of Options or any other
     provision of the Plan complies with Section 16(b) of the Act), provided
     that no change with respect to any Options theretofore granted may be made
     which would impair the rights of an Optionee without consent of such
     Optionee and, further that without the approval of stockholders, no
     alteration or amendment may be made which would (i) increase the maximum
     number of shares of Common Stock subject to the Plan as set forth in
     Section 5 (except by operation of Section 8), (ii) extend the term of the
     Plan or (iii) change the class of eligible persons who may receive Options
     under the Plan.

9.   Leave of Absence: Unless the Committee shall determine otherwise, a leave
     of absence other than an Approved Leave of Absence shall be deemed a
     termination of employment for purposes of the Plan. An Approved Leave of
     Absence shall not be deemed as a termination of employment for purposes of
     the Plan (except for purposes of Section 7), but the period of such Leave
     of Absence shall not be counted toward satisfaction of any Restriction
     Period or any holding period described in Section 6c.

10.  Time of Granting Options: The time an Option is granted, sometimes referred
     to as the date of grant, shall be the day of the action of the Board
     described in Section 4 hereof; provided, however that if appropriate
     resolutions of the Board indicate that an Option is to be granted at a
     future date, the time such Option is granted shall be such future date. If
     action by the Board is taken by unanimous written consent of its members,
     the action of the Board shall be deemed to be at the time the last Board
     member signs the consent.

11.  Privileges of Stock Ownership; Securities Laws Compliance: Notice of Sale:
     No Optionee shall be entitled to the privileges of stock ownership as to
     any shares of stock not actually issued and delivered to him or her. No
     shares shall be purchased upon the exercise of any Option unless and until
     any then applicable requirements of any regulatory agencies having
     jurisdiction and of any exchanges upon which the stock of MagnaVision may
     be listed shall have been fully complied with. MagnaVision will diligently
     endeavor to comply with all applicable securities laws before any Options
     are granted under the Plan and before any stock is issued pursuant to the
     Options. The Optionee shall give MagnaVision written notice of any sale or
     other disposition of any such shares not more than five (5) days after such
     sale or other disposition.

12.  Effective Date of the Plan: The date on which the Plan is adopted by the
     Board.
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13.  General Provisions:

     a.   Neither the Plan nor the grant of any Option nor any action by
          MagnaVision, or the Committee shall be held or construed to confer
          upon any person any right to be continued in the employ of
          MagnaVision. MagnaVision expressly reserves the right to discharge,
          without liability but subject to his or her rights under the Plan, any
          Optionee, whenever in the sole discretion of MagnaVision, as the case
          may be, its interest may so require.

     b.   All questions pertaining to the construction, regulation, validity and
          effect of the Plan shall be determined in accordance with the laws of
          the state of New Jersey, without regard to the conflict of laws
          doctrine.

14.  MagnaVision adopts this Plan, effective as of _____.
<PAGE>



                             MAGNAVISION CORPORATION

                             STOCK OPTION AGREEMENT

                                     Page 1


NON-QUALIFIED STOCK OPTION

         This STOCK OPTION AGREEMENT ("Agreement") is made as of the ______ day
of ____________, 1999, between MAGNAVISION CORPORATION (the "Company") and
__________________ (the "Optionee").

Grant of Option.

         Pursuant to the provisions of the Company's Non-qualified Stock Option
Plan of 1999 (the "Plan"), the Company hereby grants to the Optionee, subject to
the terms and conditions of the Plan, which terms and conditions are
incorporated by reference herein, and subject further to the terms and
conditions herein set forth, the right and option to purchase from the Company
all or any part of an aggregate of _____ shares of Common Stock of the Company
(the "Common Stock") at the purchase price of $ per share (the "Option").

Terms and Conditions.

         It is understood and agreed that the Option is subject to the following
terms and conditions:

         (a) Date of Grant. Any references to the "date of grant" herein shall
mean the date hereof.

         (b) Expiration Date. The Option shall expire at the close of business
on ____________, 2009, or as otherwise specified in subparagraph (e) & (f) of
this paragraph 2.

         (c) Exercise of Option. The Option shall become exercisable, in whole,
upon the fulfillment of the first to occur of the following vesting conditions:

                  (i) Immediate Vesting. This Option is exercisable as to One
         hundred percent (100%) of the shares subject to this Option on
         ________________.

                  Or,

                  (ii) Vesting with the Passage of Time. This Option is
         exercisable as to the following schedule of shares and dates.

                           ____________ shares on or after _____________,

                           ____________ shares on or after _____________,

                           ____________ shares on or after _____________.


Notice of Exercise. The Optionee shall give written and signed notice to the
Company of his/her intent to exercise the Option in the form of the Exercise
Notice attached hereto. Such notice shall specify the number of full shares to
be purchased. The Option may be exercised only with respect to full shares, and
no fractional shares may be purchased. Such notice shall be accompanied by full

<PAGE>

payment of the exercise price, as provided in subparagraph (d) of this paragraph
2. If the Optionee does not exercise with respect to all of the shares subject
to this Option, he or she may exercise as to any remaining shares at a latter
date, subject to all of the provisions of this Agreement.

Payment of Purchase Price Upon Exercise. At the time of any exercise, the
purchase price of the shares to be purchased shall be paid to the Company in
cash or certified or bank check.

         (e)      Termination.

                  (i) Upon the termination of the Optionee's employment, for any
reason other than death, this Option shall be exercisable only as to those
shares of Common Stock which were then subject to exercise of this Option,
provided that in the case of disability, this Option shall become immediately
exercisable as to all of the shares subject to this Option. However, in the
event that the Optionee's employment is terminated, this Option shall expire
according to the following schedule:

Retirement: The Option shall expire, unless exercised, three (3) months after
the date of the Optionee's retirement from the Company.

Disability: In the case of an Optionee who is disabled, the Option shall expire,
unless exercised, one (1) year after the date the Optionee terminates
employment.

Gross Misconduct: The Option shall expire upon receipt by the Optionee of notice
of termination if he or she is terminated for deliberate, willful or gross
misconduct.

All other Terminations: The Option shall expire, unless exercised, three (3)
months after the date of such termination.


                  (ii) Upon the death of an Optionee during his or her period of
employment, the Option shall become immediately exercisable only as to those
shares of Common Stock which were then subject to exercise of this Option and
may be exercised by the Optionee's legal representative or heirs, within one (1)
year after the date of the Optionee's death. If the Option is not exercised
within one (1) year after the date of the Optionee's death, the Option shall
expire and all rights under this Agreement shall terminate.

                  (iii) Upon the expiration of the Option, as set forth in
Section 2(e), the Option and all rights under this Agreement shall be canceled
and shall terminate.

                  (iv) In the event that the Committee shall permit the Option
to be exercised by a person other than the Optionee such person shall furnish
the Company with evidence satisfactory to it of such person's right to exercise
the Option, and shall make such representations and agreements and furnish such
information or execute such documents as the Committee may, in its discretion,
deem necessary or desirable to evidence such exercise or assure compliance by
the Company, on terms acceptable to the Company, with any requirement of this
Option Agreement or the provisions of applicable federal and state securities
and other laws.

         (f) Expiration. The Option and all rights under this Agreement shall
terminate and become null and void after the expiration of ten (10) years from
the date the Option is granted as set forth above unless sooner terminated as
provided hereunder.

         (g) Nontransferability. During the lifetime of Optionee, this Option is
not transferable and shall be exercisable only by the Optionee (or by the
Optionee's duly appointed guardian or legal representative). Upon the death of
the Optionee, the Option may be transferred by the Last Will and Testament of
the Optionee or by the applicable state laws of decedent and distribution and
the Option may only be exercised by the deceased Optionee's duly appointed legal
representative.

<PAGE>

Adjustments. In the event of recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation, rights offering,
separation, spin-off, reorganization, liquidation, or any other change in the
corporate structure or shares of MagnaVision, the Board, upon recommendation of
the Committee, may make such equitable adjustments as it may deem appropriate to
preserve the benefits or potential benefits intended to be made available under
the Plan to the Optionee including adjusting equitably (i) the number and kind
of shares in respect of which the Option may be exercised, and (ii) the exercise
price.

No Rights as Stockholder. The Optionee shall have no rights as a stockholder
with respect to any shares of Common Stock subject to this Option prior to the
date of issuance to the Optionee of a certificate or certificates for such
shares.

No Right to Continued Employment. This Option shall not confer upon Optionee any
right with respect to continuance of employment by the Company.

Compliance with Laws and Regulations. This Option and the obligation of the
Company to sell and deliver shares hereunder, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for shares of Common Stock if its
exercise, or the receipt of shares of Common Stock pursuant thereto, would be
contrary to applicable law.

Withholding Taxes. The Optionee shall pay to the Company, or make provision
satisfactory to the Committee for the payment of, any taxes of any kind required
by law to be withheld in respect of the Option, no later than the date of the
event creating the tax liability. In the Committee's sole discretion, the
Optionee may elect to have such tax obligations paid, in whole or in part, in
shares of Common Stock, including shares retained from the Option creating the
tax obligation. The Company shall, to the extent permitted by law, have the
right to deduct any such tax obligations from any payment of any kind otherwise
due to the Optionee.



Investment Representation.

         The Committee may require the Optionee to furnish the Company, prior to
the exercise of any part of this Option, an agreement (in such form as the
Committee may specify) in which the Optionee represents that the shares acquired
by the Optionee upon exercise are being acquired for investment and not with a
view to the sale or distribution thereof~].

Optionee Bound by Plan.

         The Optionee hereby agrees to be bound by all the terms and provisions
of the Plan.

Notices.

         Any notice hereunder to the Company shall be addressed to Robert E.
Hoffman, Chairman, MagnaVision Corporation, The Wedgewood Building, 1725 Highway
35, Wall, New Jersey 07719; and any notice hereunder to Optionee shall be
addressed to the Optionee at the following address, subject to the right of
either party to designate at any time hereafter in writing some other address:

         Name and Address of Optionee:      ______________________________

                                            ------------------------------

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         Optionee's Social Security Number:  __________________


Any notice required or permitted to be given pursuant to any provision of this
Agreement shall be deemed duly given only when in writing, signed by or on
behalf of the person giving same, and either personally delivered (with receipt
acknowledged by the recipient) or deposited in a designated United States mail
depository, registered or certified mail, return receipt requested, postage
prepaid, addressed to the person or persons to whom such notice is to be given
at their respective addresses indicated herein, or at such other address as
shall have been set forth in a notice sent pursuant to the provisions of this
Section 5.


Binding Effect.

         This Option Agreement shall be binding upon the Company's successors
and assigns, and shall be binding and inure to the benefit of the Optionee and
the Optionee's heirs, executors, administrators, guardians, trustees,
attorneys-in-fact and legal and personal representatives.

Governing Law.

         To the extent that state law shall not be preempted by any laws of the
United States, this Option Agreement shall be governed by, and construed in
accordance with, the laws of the State of New Jersey, without regard to the
conflicts of law doctrine.

         IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement as of the day and year first above written.

         MAGNAVISION CORPORATION

         By:
                  Robert Hoffman
                  Chairman

         Accepted By: _____________________________
                  Optionee



<PAGE>

                         NOTICE OF STOCK OPTION EXERCISE




To MagnaVision Corporation:


         I hereby give notice of my intention to exercise options to purchase
_________ full shares of Common Stock of MagnaVision Corporation (the
"Company"), in accordance with the terms and conditions of the attached Stock
Option Agreement (the "Agreement") dated as of _________________, 19 , for the
purchase price of $ ______ per share. Enclosed is a certified check or bank
check for _____________________________________, $_________ , in full payment of
the purchase price.


         Please issue certificates for such shares of Common Stock in the name
of [Please print]:


Name:


Address:



Social Security or Tax I.D. Number   _____-____-_____



Signature:

Dated: