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                                                                   EXHIBIT 10.11


                               CASCO INTERNATIONAL

                  1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

         1. Purpose. The purpose of the CASCO INTERNATIONAL, INC. 1998
Non-Employee Director Stock Option Plan (the "Plan") is to provide for the
receipt by Non-Employee Directors of the Company of stock options in order to
further align their interests with those of the shareholders by increasing their
proprietary interest in the Company.

         2. Shares Subject to the Plan. Subject to the provisions of Section 10
of the Plan, 50,000 shares of common stock of the Company shall be reserved and
may be optioned under the Plan. The reserved shares may be authorized and
unissued shares or treasury shares of the Company or any combination of both as
determined by the Board of Directors (the "Board") of the Company. If an option
granted under the Plan ceases to be exercisable in whole or in part, the shares
representing such option shall be available under the Plan for the grant of
options in the future.

         3. Administration of the Plan. The Plan shall be administered by the
Board. Subject to and not inconsistent with the provisions of the Plan, the
Board shall have complete authority in its discretion to interpret all
provisions of the Plan consistently with the law, to prescribe the form of the
instrument evidencing any option granted under the Plan, to adopt, amend, and
rescind general and special rules and regulations for the administration of the
Plan, and to make all other determinations necessary or advisable for
administration of the Plan.

         4. Eligibility and Grant of Options Under the Plan. Options may be
granted at such times, in such amounts, and, to the extent not inconsistent with
the Plan, on such terms as the Board shall determine. However, options shall be
granted only to members of the Board who are not, at the time of such grant,
employees of the Company or any of its subsidiaries.

         5. Terms and Conditions of Options Granted Under the Plan. Each option
granted under the Plan shall be evidenced by an agreement, in a form determined
by the Board, which agreement shall set forth, among other things, the number of
shares of the Company's common stock subject to the option and the price to be
paid upon exercise of the option. Such agreement shall be subject to such other
terms and conditions as the Board may deem appropriate. Provided, however, that
at least six months must elapse between the date of the grant of any option
pursuant to the Plan and the date of disposition of the shares of common stock
of the Company issued pursuant to the exercise of such options. The option price
per share shall be determined by the Board at the time an option is granted.
Each option shall provide that the purchase price of the shares for which an
option may be exercised shall be paid to the Company at the time of exercise by
any of the following methods or any combination thereof: (a) cash, (b) certified
or cashier's check payable to the order of the Company, (c) the delivery of
whole shares of Company common stock owned by the option holder, or (d) by
requesting that the Company withhold whole shares of common stock of the Company
issuable upon exercise of the option (for purposes of such a transaction, the
value of the shares of Company common stock shall be determined by the Board in
good faith).

         6. Exercise. All or a portion of an exercisable option shall be deemed
exercised upon delivery to the Secretary of the Company at the Company's
principal office all of the following: (a) a written notice of exercise
specifying the number of shares to be purchased signed by the Non-Employee
Director or other person then entitled to exercise the option, (b) full payment
of the exercise price by any of the means set forth in Section 5 of the Plan,
(c) such representations and documents as the Board, in its sole discretion,
deems necessary or advisable to effect compliance with all applicable provisions
of the Securities Act of 1933, as amended, and any other federal or state
securities laws or regulations, (d) in the event that the option shall be
exercised pursuant to the last sentence of this Section 6 by any person or
persons other than the Non-Employee Director, appropriate proof of the right of
such person or persons to exercise the option, and (e) such representations and
documents as the Board, in its sole discretion, deems necessary or advisable.
Options granted under the Plan shall be exercisable only by the Non-Employee
Director during his or her lifetime or by his/her guardian, conservator or other
legal representative and shall 


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not be transferable other than by will or the laws of descent and distribution
or pursuant to a valid qualified domestic relations order.

         7. Issuance of Shares. No shares shall be issued and delivered upon
exercise of any option unless and until (a) in the opinion of the Company's
legal counsel, any applicable registration requirements of the Securities Act of
1933, any applicable listing requirement of any securities exchange on which the
common stock of the same class is then listed, and any other requirements of law
or any regulatory bodies having jurisdiction over such issuance and delivery,
shall have been fully complied with, (b) the lapse of such reasonable time
period following the exercise of the option as the Board may deem necessary for
administrative convenience, and (c) the receipt by the Company of full payments
for such shares.

         8. Amendment of the Plan. The Plan may be terminated, suspended or
amended by the Board as it deems advisable. However, no amendment, termination
or suspension may revoke or alter in any manner adverse to the Non-Employee
Director any stock options then outstanding or due and owing to a director but
not yet granted, nor may the Plan be amended without shareholder approval where
the absence of such approval would cause the Plan to fail to comply with any
requirement of applicable law or regulation.

         9. Term of Plan. The Plan shall expire when all options have been
granted hereunder and all shares subject to options issued under the Plan shall
have been issued.

         10. Changes in Capitalization. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
spin-off, consolidation, rights offering, or any other change in the corporate
structure or shares of the Company, appropriate adjustments in the number and
kind of shares authorized by the Plan, in the manner and kind of shares covered
by, and in option price of outstanding stock options under this Plan shall be
made so as to preserve the value of such options.

         11. Compliance with SEC Regulations. It is the Company's intent that
the Plan comply in all respect with Rule 16b-3 of the Securities Act of 1933, as
amended, and any regulations promulgated thereunder. If any provision of the
Plan is later found not to be in compliance with the Rule, the provision shall
be deemed null and void. All grants and exercises of stock options under the
Plan shall be exercised in accordance with the requirements of Section 16 of the
Act, as amended, and any regulations promulgated thereunder. To the extent that
any of the provisions contained herein do not conform with Rule 16b-3 of the Act
or any amendments thereof or any successor regulation, then the Board may make
such modifications as to conform the Plan any stock options granted thereunder
to the Rule's requirements.

         12. Right to Service. No Non-Employee Director shall have any claim or
right to be granted a stock option under the Plan. Neither the Plan nor any
action pursuant thereto shall be construed as giving any Non-Employee Director a
right to be retained in the service of the Company. The adoption of this Plan
shall not affect any other compensation, retirement or other benefit program in
effect for the Company.

         13. Effective Date. The Plan, which is subject to shareholder approval,
shall be effective <<EffectiveDate>> or such other date as shareholder approval
is obtained; however, options may be granted under the plan prior to shareholder
approval and the subsequent approval by the shareholders shall constitute a
ratification of such grants.

         14. Validity. In the event that any provision of the Plan or any
related agreement is held to be invalid, void or unenforceable, the same shall
not affect, in any respect whatsoever, the validity of any other provision of
the Plan or any related agreement.

         15. Inurement of Rights and Obligations. The rights and obligations
under the Plan and any related agreements shall inure to the benefit of, and
shall be binding upon the Company, its successors and assigns, and the
Non-Employee Directors and their beneficiaries.

         16. Titles. Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of the Plan.


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         17. Governing Law. The Plan and any agreements hereunder shall be
administered, interpreted and enforced under the laws of the State of Delaware.

         18. Arbitration. Any claim, dispute or other matter in question of any
kind relating to the Plan shall be settled by arbitration in accordance with the
Rules of the American Arbitration Association. Notice of demand for arbitration
shall be made in writing to the opposing party and to the American Arbitration
Association within a reasonable time after the claim, dispute or other matter in
question has arisen. In no event shall a demand for arbitration be made after
the date when the applicable statue of limitation would bar the institution of a
legal or equitable proceeding based on such claim, dispute, or other matter in
question. The decision of the arbitrators shall be final and may be enforced in
any court of competent jurisdiction.

Dated: <<TodaysDate>>