EXHIBIT 10.3

                                PC ETCETERA, INC.

                             1997 STOCK OPTION PLAN

     1. Purpose of the Plan.  The PC Etcetera,  Inc. 1997 Stock Option Plan (the
"Plan") is intended to advance the interests of Mentortech  Inc. (the "Company")
by inducing individuals or entities of outstanding ability and potential to join
and remain with, or provide consulting or advisory services to, the Company,  by
encouraging  and  enabling  employees,  Directors,  consultants  and advisors to
acquire proprietary  interests in the Company, and by providing those employees,
Directors,  consultants and advisors with an additional incentive to promote the
success of the Company.  This is  accomplished  by providing for the granting of
"Options,"  which term, as used herein,  includes both "Incentive Stock Options"
and   "Nonstatutory   Stock  Options,"  as  later  defined,   to  employees  and
"Nonstatutory  Stock  Options"  to  non-employee   Directors,   consultants  and
advisors.

     2. Administration. The Plan shall be administered by the Board of Directors
of the  Company  (the  "Board").  Except as herein  specifically  provided,  the
interpretation  and construction by the Board of any provision of the Plan or of
any Option  granted  under it,  shall be final and  conclusive.  The  receipt of
Options by Directors  shall not preclude their vote on any matters in connection
with the administration or interpretation of the Plan.

     3. Shares Subject to the Plan.  The stock subject to Options  granted under
the Plan shall be shares of the Company's common stock, par value $.01 per share
(the "Common Stock"),  whether  authorized but unissued or held in the Company's
treasury,  or shares  purchased  from  stockholders  expressly for use under the
Plan. The maximum number of shares of Common Stock which may be issued  pursuant
to Options  granted  under the Plan shall not exceed  Five  Million  (5,000,000)
shares,  subject to adjustment in accordance  with the  provisions of Section 12
hereof.  The Company  shall at all times while the Plan is in force reserve such
number  of  shares  of  Common  Stock  as  will be  sufficient  to  satisfy  the
requirements of all outstanding Options granted under the Plan. In the event any
Option  granted under the Plan shall expire or terminate for any reason  without
having been exercised in full or shall cease for any reason to be exercisable in
whole  or in  part,  the  unpurchased  shares  subject  thereto  shall  again be
available for Options under the Plan.

     4.  Participation.  The class of persons which shall be eligible to receive
Options  under the Plan shall be (a) with  respect to  Incentive  Stock  Options
described  in  Section 6 hereof,  all  employees  of either  the  Company or any
subsidiary  corporation  of the Company;  and (b) with  respect to  Nonstatutory
Stock Options  described in Section 7 hereof,  all  employees  and  non-employee
Directors  of, or  consultants  and  advisors  to,  either  the  Company  or any
subsidiary  corporation of the Company;  provided,  however,  that  Nonstatutory
Stock Options shall not be granted to any such  consultants  and advisors unless
(i) bona fide  services  have been or are to be rendered by such  consultant  or
advisor;  and (ii) such services are not in connection with the offer or sale of
securities in a capital raising transaction.  The Board, in its sole discretion,
but subject to the  provisions  of the Plan,  shall  determine the employees and
non-employee Directors of, and the



                                        
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consultants and advisors to, the Company and its subsidiary corporations to whom
Options shall be granted (the "Optionees"), the time or times when they shall be
granted, the type of option to be granted and the number of shares to be covered
by each  Option,  taking into account the nature of the  employment  or services
rendered by the individuals being considered,  their annual compensation,  their
present and potential contributions to the success of the Company and such other
factors as the Board may deem relevant.

     5. Stock  Option  Agreement.  Each Option  granted  under the Plan shall be
authorized by the Board and shall be evidenced by a Stock Option Agreement which
shall be  executed  by the  Company  and by the  Optionee to whom such Option is
granted. The Stock Option Agreement shall specify the number of shares of Common
Stock as to which any Option is granted,  the period  during which the Option is
exercisable  and the option price per share  thereof.  All options  shall comply
with and be subject to the provisions of Section 6 or 7, whichever is applicable
as  determined  by the  type of  Option  to be  granted,  as  well as all  other
provisions  of this Plan and such other terms and  conditions  not  inconsistent
with the Plan as the Board may deem desirable.

     6.  Incentive  Stock  Options.  The Board may grant  Options under the Plan
which are  intended  to meet the  requirements  of Section  422 of the  Internal
Revenue  Code of 1986,  as  amended  (the  "Code")  (referred  to  herein  as an
"Incentive  Stock  Option"),  and which are subject to the  following  terms and
conditions  and any other terms and conditions as may at any time be required by
Code Section 422:

     a. An Incentive  Stock Option may be granted to any individual  eligible to
receive an Option under the Plan pursuant to Section 4(a) hereof.

     b. Each Incentive Stock Option under the Plan must be granted prior to June
25, 2007.

     c. The option  price of the shares  subject to any  Incentive  Stock Option
shall not be less than the fair  market  value of the  Common  Stock at the time
such Incentive Stock Option is granted; provided, however, if an Incentive Stock
Option is granted  to an  Optionee  who owns,  at the time the  Incentive  Stock
Option is granted,  more than ten  percent  (10%) of the total  combined  voting
power of all  classes  of stock of the  Company  or of a parent  corporation  or
subsidiary corporation of the Company, the option price of the shares subject to
the Incentive  Stock Option shall be at least one hundred ten percent  (110%) of
the fair market value of the Common Stock at the time the Incentive Stock Option
is granted.

     d. No Incentive  Stock Option  granted under the Plan shall be  exercisable
after the expiration of ten (10) years from the date of its grant.  However,  if
an Incentive  Stock  Option is granted to an Optionee who owns,  at the time the
Incentive  Stock  Option is granted,  more than ten  percent  (10%) of the total
combined  voting  power of all  classes  of stock of the  Company or of a parent
corporation  or subsidiary  corporation  of the Company,  such  Incentive  Stock
Option shall not be exercisable  after the expiration of five (5) years from the
date of its grant.  Every Incentive Stock Option granted under the Plan shall be
subject to earlier termination as expressly provided in Section 10 hereof.




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     e. For purposes of determining  stock  ownership  under this Section 6, the
attribution rules of Code Section 424(d) shall apply.

     f. For purposes of the Plan,  fair market value shall be  determined by the
Board. If the Common Stock is listed on a national securities exchange or traded
on the  Over-the-Counter  market, fair market value shall be the closing selling
price or, if not available,  the mean of the closing bid and asked prices of the
Common Stock, or, if not available,  of the high bid and low asked prices of the
Common  Stock  quoted on such  exchange,  or on the  Over-the-Counter  market as
reported by the National  Association of Securities Dealers Automated  Quotation
(NASDAQ)  system,  or if the Common  Stock is not listed on NASDAQ,  then by the
National Quotation Bureau, Incorporated, as the case may be, on the day on which
the Option is granted,  or, if there is no trading or bid or asked price on that
day, the closing  selling  price or the mean of the closing bid and asked prices
or of the high bid and low asked prices on the nearest  trading date before that
day and for which such  prices  are  available,  and if the Common  Stock is not
listed on such an  exchange  or traded  in such a market,  then the fair  market
value shall be determined  by taking into  consideration  all relevant  factors,
including but not limited to the Company's net worth,  prospective earning power
and dividend paying capacity.

     7. Nonstatutory  Stock Options.  The Board may grant Options under the Plan
which are not intended to meet the  requirements of Code Section 422, as well as
Options which are intended to meet the  requirements of Code Section 422 but the
terms of which provide that they will not be treated as Incentive  Stock Options
(referred  to herein  as a  "Nonstatutory  Stock  Option").  Nonstatutory  Stock
Options shall be subject to the following terms and conditions:

     a. A  Nonstatutory  Stock Option may be granted to any individual or entity
eligible to receive an Option under the Plan pursuant to Section 4(b) hereof.

     b. The option price of the shares  subject to a  Nonstatutory  Stock Option
shall be determined  by the Board,  in its sole  discretion,  at the time of the
grant of the Nonstatutory Stock Option; provided, however, that the option price
of the shares subject to a Nonstatutory Stock Option granted to a person subject
to  Section  16(b) of the  Securities  Exchange  Act of  1934,  as  amended  (an
"Insider"),  shall not be less than the fair market value of the Common Stock at
the time such Nonstatutory Stock Option is granted.

     c. A  Nonstatutory  Stock  Option  granted  under  the  Plan may be of such
duration as shall be determined by the Board (subject to earlier  termination as
expressly  provided  in  Section  10  hereof);   provided,   however,   that  no
Nonstatutory  Stock  Option  granted  under  the  Plan to an  Insider  shall  be
exercisable after the expiration of ten (10) years from the date of its grant.

     8. Transferability.  No Option granted under the Plan shall be transferable
by the Optionee  otherwise than by Will or the laws of descent and distribution,
and,  during the lifetime of the Optionee  shall not be exercisable by any other
person.

     9. Rights of Option Holders. An Option Holder shall have none of the rights
of a  stockholder  with respect to the Common Stock  covered by his Option until
such Common Stock



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shall be  transferred  to him upon the  exercise of his Option.  For purposes of
this Plan,  "Option Holder" shall mean (i) an Optionee;  or (ii) with respect to
any  Option  held by an  Optionee  at the  date  of his  death,  the  Optionee's
Beneficiary, as determined pursuant to Section 19.

     10. Termination of Employment or Death.

     a. If the  employment of an employee by, or the services of a  non-employee
Director  for,  or  consultant  or  advisor  to,  the  Company  or a  subsidiary
corporation  of the Company  shall be  terminated  for cause or,  subject to the
terms of the Stock Option Agreement,  voluntarily by the employee,  non-employee
Director,  consultant or advisor, then his or its Option shall expire forthwith.
Subject to the terms of the Stock  Option  Agreement,  and except as provided in
subsections (b) and (c) of this Section 10, if such employment or services shall
terminate  for any other  reason,  then such Option may be exercised at any time
within three (3) months after such  termination,  subject to the  provisions  of
subsection  (d) of this Section 10. For purposes of the Plan,  the retirement of
an individual  either  pursuant to a pension or  retirement  plan adopted by the
Company or at the normal  retirement  date  prescribed  from time to time by the
Company shall be deemed to be termination of such individual's  employment other
than voluntarily or for cause. For purposes of this subsection (a), an employee,
non-employee  Director,  consultant or advisor who leaves the employ or services
of the  Company  to become  an  employee  or a  non-employee  Director  of, or a
consultant  or  advisor  to,  a  subsidiary  corporation  of  the  Company  or a
corporation (or subsidiary corporation or parent corporation of the corporation)
which  has  assumed  the  Options  of the  Company  as a result  of a  corporate
reorganization,  etc., shall not be considered to have terminated his employment
or services.

     b. Subject to the terms of the Stock Option Agreement,  if an Optionee dies
(i) while  employed  by, or while  serving  as a  non-employee  Director  for or
consultant or advisor to, the Company or a subsidiary corporation of the Company
or (ii) within  three (3) months  after the  termination  of his  employment  or
services other than voluntarily by the employee or non-employee Director, or for
cause, then such Option may, subject to the provisions of subsection (d) of this
Section 10, be exercised by the  Optionee's  Beneficiary  at any time within one
(1) year after such death.

     c.  Subject  to the terms of the Stock  Option  Agreement,  if an  Optionee
ceases employment or services because of permanent and total disability  (within
the meaning of Code Section  22(e)(3))  while employed by, or while serving as a
non-employee  Director  for or  consultant  or  advisor  to,  the  Company  or a
subsidiary  corporation  of the  Company,  then such Option may,  subject to the
provisions of subsection (d) of this Section 10, be exercised at any time within
one (1) year after his termination of employment, termination of Directorship or
termination of consulting or advisory  services,  as the case may be, due to the
disability.

     d. An Option may not be exercised pursuant to this Section 10 except to the
extent that the Option Holder was entitled to exercise the Option at the time of
termination  of  employment,   termination  of   Directorship,   termination  of
consulting or advisory services, or death, and in any event may not be exercised
after the expiration of the Option.




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     e. For  purposes of this  Section  10, the  employment  relationship  of an
employee of the Company or of a  subsidiary  corporation  of the Company will be
treated as continuing intact while he is on military or sick leave or other bona
fide leave of absence (such as temporary  employment by the  Government) if such
leave does not exceed ninety (90) days,  or, if longer,  so long as his right to
reemployment is guaranteed either by statute or by contract.

     11. Exercise of Options.

     a. Unless  otherwise  provided in the Stock  Option  Agreement,  any Option
granted  under the Plan shall be  exercisable  in whole at any time,  or in part
from time to time, prior to expiration.  The Board, in its absolute  discretion,
may  provide  in any Stock  Option  Agreement  that the  exercise  of any Option
granted under the Plan shall be subject:  (i) to such condition or conditions as
it may impose,  including,  but not limited  to, a condition  that the  Optionee
remain in the  employ or  service  of, or  continue  to  provide  consulting  or
advisory services to, the Company or a subsidiary corporation of the Company for
such period or periods from the date of grant of the Option as the Board, in its
absolute  discretion,  shall  determine;  and (ii) to such limitations as it may
impose,  including,  but not limited to, a limitation  that the  aggregate  fair
market value of the Common Stock with respect to which  Incentive  Stock Options
are  exercisable  for the first time by any Optionee  during any  calendar  year
(under  all plans of the  Company  and its  parent  corporation  and  subsidiary
corporations)  shall not exceed one  hundred  thousand  dollars  ($100,000).  In
addition,  in the event that under any Stock Option Agreement the aggregate fair
market value of the Common Stock with respect to which  Incentive  Stock Options
are  exercisable  for the first time by any Optionee  during any  calendar  year
(under  all plans of the  Company  and its  parent  corporation  and  subsidiary
corporations)  exceeds one hundred thousand dollars  ($100,000),  the Board may,
when shares are  transferred  upon  exercise of such  Options,  designate  those
shares which shall be treated as transferred upon exercise of an Incentive Stock
Option and those shares which shall be treated as transferred upon exercise of a
Nonstatutory Stock Option.

     b. An Option  granted  under the Plan shall be exercised by the delivery by
the Option  Holder to the  Company at its  principal  office  (attention  of the
Secretary)  of written  notice of the number of shares with respect to which the
Option is being  exercised.  Such notice shall be  accompanied by payment of the
full option price of such shares, and payment of such option price shall be made
by the Option Holder's delivery of his check payable to the order of the Company
in such amount.

     12. Adjustment Upon Change in Capitalization.

     a. In the event that the outstanding  Common Stock is hereafter  changed by
reason   of    reorganization,    merger,    consolidation,    recapitalization,
reclassification,  stock split-up,  combination of shares,  reverse split, stock
dividend or the like, an  appropriate  adjustment  shall be made by the Board in
the aggregate number of shares available under the Plan, in the number of shares
and option price per share subject to outstanding Options, and in any limitation
on exercisability referred to in Section 11(a) (ii) hereof which is set forth in
outstanding  Incentive  Stock  Options.  If the  Company  shall be  reorganized,
consolidated  or merged with  another  corporation,  an Option  Holder  shall be
entitled to receive  upon the exercise of his Option the same number and kind of
shares of



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stock or the same amount of property,  cash or  securities as he would have been
entitled to receive upon the happening of any such corporate  event as if he had
been,  immediately  prior to such  event,  the  holder  of the  number of shares
covered by his  Option;  provided,  however,  that in such event the Board shall
have the  discretionary  power to take any action  necessary or  appropriate  to
prevent any Incentive Stock Option granted hereunder from being  disqualified as
such  under  the then  existing  provisions  of the  Code or any law  amendatory
thereof or supplemental thereto.

     b. Any  adjustment in the number of shares shall apply  proportionately  to
only the unexercised portion of the Option granted hereunder.  If fractions of a
share would result from any such adjustment,  the adjustment shall be revised to
the next lower whole number of shares.

     13. Further Conditions of Exercise.

     a. Unless prior to the exercise of the Option the shares issuable upon such
exercise  have been  registered  with the  Securities  and  Exchange  Commission
pursuant to the Securities Act of 1933, as amended, the notice of exercise shall
be  accompanied  by a  representation  or agreement of the Option  Holder to the
Company to the effect that such shares are being acquired for investment and not
with a view to the resale or distribution  thereof,  or such other documentation
as may be  required  by the  Company,  unless in the  opinion  of counsel to the
Company such  representation,  agreement or  documentation  is not  necessary to
comply with such Act.

     b. The Company  shall not be obligated to deliver any Common Stock until it
has been listed on each  securities  exchange on which the Common Stock may then
be listed or until there has been  qualification  under or compliance  with such
federal or state laws,  rules or regulations as the Company may deem applicable.
The Company shall use reasonable  efforts to obtain such listing,  qualification
and compliance.

     14.  Effectiveness  of the Plan.  The plan was adopted by the Board on June
25, 1997 and approved by the stockholders of the Company on August 4, 1997.

     15. Termination, Modification and Amendment.

     a. The Plan shall terminate on June 25, 2007,  which is ten (10) years from
the date of the  earlier of its  adoption  by the Board or its  approval  by the
Company's  stockholders,  or sooner as hereinafter provided, and no Option shall
be granted after termination of the Plan.

     b. The Plan may from time to time be terminated, modified or amended by the
affirmative  vote of the  holders of a  majority  of the  outstanding  shares of
capital  stock of the  Company  present  in person  or by proxy at a meeting  of
stockholders of the Company convened for such purpose.

     c. The Board may at any time, on or before the termination date referred to
in Section 15 (a)  hereof,  terminate  the Plan,  or from time to time make such
modifications  or  amendments  to the Plan as it may deem  advisable;  provided,
however,  that the Board shall not,  without approval by the affirmative vote of
the holders of a majority of the outstanding shares of capital stock of the



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Company  present  in  person  or by proxy at a meeting  of  stockholders  of the
Company  convened for such purpose,  increase  (except as provided by Section 12
hereof)  the  maximum  number  of  shares  as to which  Options  may be  granted
hereunder,  change the  designation  of the  employees  or class of employees to
receive  Options,  or make any other  change which would  prevent any  Incentive
Stock  Option  granted  hereunder  which is intended to be an  "incentive  stock
option" from  qualifying as such under the then existing  provisions of the Code
or any law amendatory thereof or supplemental thereto.

     d. No termination,  modification or amendment of the Plan may,  without the
consent of the Option  Holder,  adversely  affect the rights  conferred  by such
Option.

     16. Not a Contract of Employment.  Nothing  contained in the Plan or in any
Stock Option Agreement  executed  pursuant hereto shall be deemed to confer upon
any Option Holder any right to remain in the employ or service of the Company or
a subsidiary  corporation of the Company or any entitlement to any  remuneration
or other benefit pursuant to any consulting or advisory arrangement.

     17. Use of  Proceeds.  The  proceeds  from the sale of shares  pursuant  to
Options granted under the Plan shall constitute general funds of the Company.

     18. Taxes.  The Company may make such  provisions and take such steps as it
may deem necessary or appropriate for the withholding of all federal,  state and
local taxes required by law to be withheld with respect to Options granted under
the Plan and the exercise  thereof  including,  but not limited to (i) deducting
the amount so required to be withheld  from any other amount then or  thereafter
payable to an Option  Holder;  or (ii)  requiring an Option Holder to pay to the
Company the amount so required  to be withheld as a condition  of the  issuance,
delivery, distribution or release of any Common Stock.

     19.  Designation and Change of  Beneficiary.  Each Optionee shall file with
the Board a written  designation of one or more persons (the  "Beneficiary")  as
the individual who shall be entitled to exercise any Options,  or to receive any
amount  payable,  under the Plan upon his death.  An Optionee  may, from time to
time,  revoke or change his Beneficiary  designation  without the consent of any
previously  designated  Beneficiary by filing a new designation  with the Board.
The last such designation received by the Board shall be controlling;  provided,
however,  that no  designation,  or  change  or  revocation  thereof,  shall  be
effective unless received by the Board prior to the Optionee's  death, and in no
event shall it be effective as of a date prior to such  receipt.  If at the date
of an Optionee's  death,  there is no designation of a Beneficiary in effect for
the Optionee pursuant to the provisions of this Section 19, or if no Beneficiary
designated by the optionee in accordance with the provisions  hereof survives to
exercise  any  Options  that become  exercisable,  or to receive any amount that
becomes  payable,  under  the  Plan  by  reason  of the  Optionee's  death,  the
Optionee's  estate  shall  be  treated  as the  Optionee's  Beneficiary  for all
purposes.




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     20.  Payments to Persons Other Than Optionee.  If the Board shall find that
any Option Holder to whom any amount,  or any Common Stock, is payable under the
Plan is unable to care for his  affairs  because of  illness,  accident or legal
incapacity, then if the Board so directs, such amount, or such Common Stock, may
be paid to such Option Holder's spouse, child or other relative,  an institution
maintaining or having custody of such person,  or any other person deemed by the
Board to be a proper  recipient on behalf of such Option Holder,  unless a prior
claim therefor has been made by a duly  appointed  legal  representative  of the
Option  Holder.  Any  payment  made  under  this  Section 20 shall be a complete
discharge of the liability of the Company with respect to such payment.

     21.  Indemnification  of the Board.  In  addition  to such other  rights of
indemnification  as they may have, the members of the Board shall be indemnified
by the Company to the extent  permitted  under  applicable law against all costs
and expenses  reasonably incurred by them in connection with any action, suit or
proceeding  to which  they or any of them may be a party by reason of any action
taken or  failure  to act  under or in  connection  with the Plan or any  rights
granted hereunder and against all amounts paid by them in settlement  thereof or
paid  by  them  in  satisfaction  of a  judgment  of any  such  action,  suit or
proceeding,  except a  judgment  based  upon a finding  of bad  faith.  Upon the
institution of any such action, suit or proceeding, the member or members of the
Board shall notify the Company in writing,  giving the Company an opportunity at
its own cost to defend  the same  before  such  member or members  undertake  to
defend the same on their own behalf.

     22. Definitions.  For purposes of the Plan, the terms "parent  corporation"
and "subsidiary  corporation"  shall have the meaning set forth in Code Sections
424(e) and 424(f),  respectively,  and the masculine  shall include the feminine
and the neuter as the context requires.

     23. Governing Law. The Plan shall be governed by, and all questions arising
hereunder  shall be  determined  in  accordance  with,  the laws of the State of
Delaware.




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