<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>ex4-13.txt
<DESCRIPTION>EXHIBIT 4.13
<TEXT>
Exhibit 4.13


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

                     ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
                             2006 STOCK OPTION PLAN
                     --------------------------------------

         1.  PURPOSE.  The purpose of this Plan is to advance the  interests  of
ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., a Delaware corporation (the "Company"),
by providing an  additional  incentive  to attract,  retain and motivate  highly
qualified  and  competent  persons  who are key to the  Company,  including  key
employees,  consultants,  independent  contractors,  Officers and Directors, and
upon whose efforts and judgment the success of the Company and its  Subsidiaries
is largely  dependent,  by authorizing  the grant of options to purchase  Common
Stock of the Company and other  related  benefits to persons who are eligible to
participate  hereunder,  thereby  encouraging  stock ownership in the Company by
such persons, all upon and subject to the terms and conditions of this Plan.

         2.  DEFINITIONS.  As used herein,  the  following  terms shall have the
meanings indicated:

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

          (b) "Cause" shall mean any of the following:

               (i) a determination by the Company that there has been a willful,
reckless  or grossly  negligent  failure by the  Optionee  to perform his or her
duties as an employee of the Company;

               (ii) a determination by the Company that there has been a willful
breach  by the  Optionee  of any of the  material  terms  or  provisions  of any
employment agreement between such Optionee and the Company;

               (iii) any conduct by the Optionee  that either  results in his or
her conviction of a felony under the laws of the United States of America or any
state  thereof,  or  of  an  equivalent  crime  under  the  laws  of  any  other
jurisdiction;

               (iv) a  determination  by  the  Company  that  the  Optionee  has
committed an act or acts involving fraud, embezzlement, misappropriation, theft,
breach of  fiduciary  duty or  material  dishonesty  against  the  Company,  its
properties or personnel;

               (v) any act by the Optionee that the Company  determines to be in
willful or wanton  disregard of the Company's best interests,  or which results,
or is intended to result,  directly or indirectly,  in improper gain or personal
enrichment of the Optionee at the expense of the Company;

               (vi) a  determination  by  the  Company  that  there  has  been a
willful,  reckless or grossly  negligent  failure by the Optionee to comply with
any rules,  regulations,  policies or  procedures  of the  Company,  or that the
Optionee has engaged in any act, behavior or conduct  demonstrating a deliberate
and material  violation  or disregard of standards of behavior  that the Company
has a right to expect of its employees; or

               (vii) if the Optionee,  while employed by the Company and for two
years thereafter,  violates a confidentiality  and/or noncompete  agreement with
the  Company,  or  fails  to  safeguard,  divulges,  communicates,  uses  to the
detriment of the Company or for the benefit of any person or persons, or misuses
in any way,  any  Confidential  Information;  provided,  however,  that,  if the
Optionee has entered into a written employment  agreement with the Company which
remains  effective  and  which  expressly  provides  for a  termination  of such
Optionee's  employment  for  "cause," the term "Cause" as used herein shall have
the meaning as set forth in the Optionee's  employment  agreement in lieu of the
definition of "Cause" set forth in this Section 2(b).

          (c) "Change of Control"  shall mean the  acquisition  by any person or
group (as that term is defined in the Exchange  Act,  and the rules  promulgated
pursuant to that act) in a single  transaction  or a series of  transactions  of
thirty  percent  (30%) or more in voting power of the  outstanding  stock of the
Company  and a change  of the  composition  of the Board of  Directors  so that,
within two years after the acquisition  took place, a majority of the members of
the Board of  Directors  of the Company,  or of any  corporation  with which the
Company may be  consolidated  or merged,  are persons who were not  directors or
officers  of the  Company or one of its  Subsidiaries  immediately  prior to the
acquisition,  or to the first of a series of transactions  which resulted in the
acquisition of thirty  percent (30%) or more in voting power of the  outstanding
stock of the Company.

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

          (e) "Committee" shall mean the stock option committee appointed by the
Board or, if not appointed, the Board.

          (f) "Common  Stock" shall mean the Company's  Common Stock,  par value
$.001 per share.

          (g) "Director" shall mean a member of the Board.

          (h) "Employee" shall mean any person,  including officers,  directors,
consultants and independent contractors employed by the Company or any parent or
Subsidiary  of  the  Company  within  the  meaning  of  Section  3401(c)  of the
regulators promulgated thereunder.

          (i) "Exchange Act" shall mean the Securities  Exchange Act of 1934, as
amended.

          (j) "Fair Market  Value" of a Share on any date of reference  shall be
the Closing  Price of a share of Common Stock on the  business  day  immediately
preceding such date, unless the Committee in its sole discretion shall determine
otherwise in a fair and uniform manner. For this purpose, the "Closing Price" of
the Common  Stock on any business day shall be (i) if the Common Stock is listed
or admitted for trading on any United States national securities exchange, or if
actual  transactions  are  otherwise  reported  on  a  consolidated  transaction
reporting  system,  the last  reported  sale price of the  Common  Stock on such
exchange  or  reporting   system,  as  reported  in  any  newspaper  of  general
circulation,  (ii) if the  Common  Stock is quoted on The  Nasdaq  Stock  Market
("Nasdaq"),  or any similar system of automated  dissemination  of quotations of
securities  prices in common use,  the mean between the closing high bid and low
asked  quotations  for such day of the Common Stock on such system,  or (iii) if
neither clause (i) nor (ii) is applicable, the mean between the high bid and low
asked  quotations  for the Common  Stock as reported by the  National  Quotation
Bureau,  Incorporated if at least two securities  dealers have inserted both bid
and asked  quotations  for the Common Stock on at least five of the 10 preceding
days.  If the  information  set forth in  clauses  (i)  through  (iii)  above is
unavailable or inapplicable to the Company (e.g., if the Company's  Common Stock
is not then publicly traded or quoted),  then the "Fair Market Value" of a Share
shall be the fair market value (i.e.,  the price at which a willing seller would
sell a Share to a willing buyer when neither is acting under compulsion and when
both have  reasonable  knowledge of all relevant facts) of a share of the Common
Stock on the business day  immediately  preceding  such date as the Committee in
its sole and absolute discretion shall determine in a fair and uniform manner.

          (k) "Incentive  Stock Option" shall mean an incentive  stock option as
defined in Section 422 of the Code.

          (l) "Non-Statutory  Stock Option" or "Nonqualified Stock Option" shall
mean an Option which is not an Incentive Stock Option.

          (m) "Officer" shall mean the Company's chairman, president,  principal
financial  officer,  principal  accounting  officer  (or,  if  there  is no such
accounting officer, the controller), any vice-president of the Company in charge
of  a  principal   business   unit,   division  or  function   (such  as  sales,
administration  or  finance),  any other  officer who  performs a  policy-making
function, or any other person who performs similar  policy-making  functions for
the Company. Officers of Subsidiaries shall be deemed Officers of the Company if
they  perform such  policy-making  functions  for the  Company.  As used in this
paragraph,  the phrase  "policy-making  function" does not include policy-making
functions that are not significant.  Unless specified  otherwise in a resolution
by the Board, an "executive  officer"  pursuant to Item 401(b) of Regulation S-K
(17 C.F.R. ss.  229.401(b)) shall be only such person designated as an "Officer"
pursuant to the foregoing provisions of this paragraph.

          (n) "Option"  (when  capitalized)  shall mean any stock option granted
under this Plan.

          (o) "Optionee"  shall mean a person to whom an Option is granted under
this Plan or any person who  succeeds  to the rights of such  person  under this
Plan by reason of the death of such person.

          (p)  "Plan"  shall mean this 2006 Stock  Option  Plan of the  Company,
which Plan shall be effective  upon approval by the Board,  subject to approval,
within 12 months of the date  thereof by holders of a majority of the  Company's
issued and outstanding Common Stock of the Company.

          (q) "Share" or "Shares" shall mean a share or shares,  as the case may
be, of the Common Stock, as adjusted in accordance with Section 10 of this Plan.

          (r) "Subsidiary"  shall mean any corporation  (other than the Company)
in any unbroken chain of corporations beginning with the Company if, at the time
of the  granting of the  Option,  each of the  corporations  other than the last
corporation  in the unbroken  chain owns stock  possessing 50 percent or more of
the total  combined  voting  power of all  classes  of stock in one of the other
corporations in such chain.

         3. SHARES AND OPTIONS. Subject to adjustment in accordance with Section
10 hereof,  the Company may issue up to three  million  (3,000,000)  Shares from
Shares held in the Company's  treasury or from  authorized  and unissued  Shares
through the exercise of Options issued  pursuant to the provisions of this Plan.
If any Option granted under this Plan shall terminate,  expire,  or be canceled,
forfeited or  surrendered as to any Shares,  the Shares  relating to such lapsed
Option shall be  available  for  issuance  pursuant to new Options  subsequently
granted under this Plan. Upon the grant of any Option hereunder,  the authorized
and unissued  Shares to which such Option relates shall be reserved for issuance
to permit  exercise  under this Plan.  Subject to the  provisions  of Section 14
hereof, an Option granted hereunder shall be either an Incentive Stock Option or
a Non-Statutory Stock Option as determined by the Committee at the time of grant
of such Option and shall clearly  state whether it is an Incentive  Stock Option
or  Non-Statutory  Stock Option.  All  Incentive  Stock Options shall be granted
within 10 years from the effective date of this Plan.

         4. LIMITATIONS. Options otherwise qualifying as Incentive Stock Options
hereunder will not be treated as Incentive  Stock Options to the extent that the
aggregate  Fair Market Value  (determined  at the time the Option is granted) of
the Shares,  with  respect to which  Options  meeting the  requirements  of Code
Section 422(b) are exercisable  for the first time by any individual  during any
calendar  year (under all stock  option or similar  plans of the Company and any
Subsidiary), exceeds $100,000.

         5. CONDITIONS FOR GRANT OF OPTIONS.

          (a) Each Option  shall be evidenced  by an option  agreement  that may
contain any term deemed  necessary or desirable by the Committee,  provided such
terms are not inconsistent with this Plan or any applicable law. Optionees shall
be  those  persons  selected  by the  Committee  from the  class of all  regular
Employees of the Company or its Subsidiaries,  including  Employee Directors and
Officers who are regular or former regular  employees of the Company,  Directors
who are not regular  employees of the  Company,  as well as  consultants  to the
Company. Any person who files with the Committee,  in a form satisfactory to the
Committee, a written waiver of eligibility to receive any Option under this Plan
shall not be eligible to receive any Option  under this Plan for the duration of
such waiver.

          (b) In granting Options,  the Committee shall take into  consideration
the  contribution the person has made, or is expected to make, to the success of
the Company or its  Subsidiaries  and such other factors as the Committee  shall
determine.  The  Committee  shall also have the  authority  to consult  with and
receive recommendations from Officers and other personnel of the Company and its
Subsidiaries  with regard to these matters.  The Committee may from time to time
in  granting  Options  under  this Plan  prescribe  such  terms  and  conditions
concerning  such Options as it deems  appropriate,  provided that such terms and
conditions are not more favorable to an Optionee than those expressly  permitted
herein; provided further,  however, that to the extent not cancelled pursuant to
Section  9(b)  hereof,  upon a Change in Control,  any Options that have not yet
vested,  may, in the sole discretion of the Committee,  vest upon such Change in
Control.

          (c) The  Options  granted  to  employees  under  this Plan shall be in
addition to regular salaries,  pension, life insurance or other benefits related
to their employment with the Company or its Subsidiaries.  Neither this Plan nor
any Option  granted  under this Plan shall  confer  upon any person any right to
employment or  continuance of employment (or related salary and benefits) by the
Company or its Subsidiaries.

         6. EXERCISE PRICE.  The exercise price per Share of any Option shall be
any price  determined by the Committee but in no event shall the exercise  price
per  Share  of any  Option  be less  than the Fair  Market  Value of the  Shares
underlying such Option on the date such Option is granted and, in the case of an
Incentive  Stock Option  granted to a 10%  stockholder,  the per Share  exercise
price will not be less than 110% of the Fair Market Value.  Re-granted  Options,
or  Options  which are  canceled  and then  re-granted  covering  such  canceled
Options, will, for purposes of this Section 6, be deemed to have been granted on
the date of the re-granting.

         7. EXERCISE OF OPTIONS.

          (a) An  Option  shall be deemed  exercised  when (i) the  Company  has
received  written  notice of such exercise in  accordance  with the terms of the
Option,  (ii) full  payment of the  aggregate  option  price of the Shares as to
which the Option is exercised has been made, (iii) the Optionee has agreed to be
bound by the terms,  provisions and  conditions of any applicable  stockholders'
agreement,  and (iv)  arrangements that are satisfactory to the Committee in its
sole discretion have been made for the Optionee's  payment to the Company of the
amount  that is  necessary  for the  Company  or the  Subsidiary  employing  the
Optionee  to  withhold  in  accordance  with  applicable  Federal  or state  tax
withholding requirements. Unless further limited by the Committee in any Option,
the  exercise  price of any Shares  purchased  pursuant to the  exercise of such
Option  shall be paid in cash,  by certified  or official  bank check,  by money
order, with Shares or by a combination of the above; provided, however, that the
Committee in its sole  discretion may accept a personal check in full or partial
payment of any Shares.  The Company in its sole discretion may, on an individual
basis  or  pursuant  to a  general  program  established  by  the  Committee  in
connection  with this  Plan,  lend money to an  Optionee  to  exercise  all or a
portion of the Option granted hereunder.  If the exercise price is paid in whole
or part with the  Optionee's  promissory  note,  such note shall (i) provide for
full recourse to the maker,  (ii) be  collateralized by the pledge of the Shares
that the Optionee purchases upon exercise of such Option, (iii) bear interest at
a rate no less than the rate of interest payable by the Company to its principal
lender,  and  (iv)  contain  such  other  terms  as the  Committee  in its  sole
discretion shall require.

          (b) No Optionee  shall be deemed to be a holder of any Shares  subject
to an Option  unless  and until a stock  certificate  or  certificates  for such
Shares are issued to such person(s)  under the terms of this Plan. No adjustment
shall  be made  for  dividends  (ordinary  or  extraordinary,  whether  in cash,
securities  or other  property) or  distributions  or other rights for which the
record  date is prior to the date such stock  certificate  is issued,  except as
expressly provided in Section 10 hereof.

          (c) Any Option may, in the discretion of the  Committee,  be exercised
pursuant to a "cashless"  or "net issue"  exercise.  In lieu of  exercising  the
Option as specified in subsection (a) above, the Optionee may pay in whole or in
part with Shares,  the number of which shall be  determined  by dividing (a) the
aggregate  Fair Value of such Shares  otherwise  issuable  upon  exercise of the
Option minus the aggregate  Exercise  Price of such Option by (b) the Fair Value
of one  such  Share,  or the  Optionee  may pay in whole  or in part  through  a
reduction  in the number of Shares  received  through the exercise of the Option
equal to the quotient of the (a) aggregate Fair Value of all the Shares issuable
upon  exercise of the Option minus the aggregate  Exercise  Price of such Option
(b) divided by the Fair Value of one such share.  If the exercise  price is paid
in whole or in part with Shares,  the value of the Shares  surrendered  shall be
their Fair Market Value on the date the Option is exercised.

         8.  EXERCISABILITY OF OPTIONS.  Any Option shall become  exercisable in
such amounts,  at such intervals,  upon such events or occurrences and upon such
other  terms  and  conditions  as  shall be  provided  in an  individual  Option
agreement  evidencing such Option,  except as otherwise provided in Section 5(b)
or this Section 8.

          (a) The  expiration  date(s) of an Option shall be  determined  by the
Committee at the time of grant,  but in no event shall an Option be  exercisable
after the expiration of 10 years from the date of grant of the Option.

          (b) Unless otherwise  expressly  provided in any Option as approved by
the Committee,  notwithstanding  the exercise  schedule set forth in any Option,
each outstanding  Option,  may, in the sole discretion of the Committee,  become
fully exercisable upon the date of the occurrence of any Change of Control, but,
unless otherwise  expressly  provided in any Option,  no earlier than six months
after the date of grant,  and if and only if  Optionee  is in the  employ of the
Company on such date.

          (c) The Committee may in its sole  discretion  accelerate  the date on
which any Option may be exercised and may  accelerate  the vesting of any Shares
subject to any Option or previously acquired by the exercise of any Option.

         9. TERMINATION OF OPTION PERIOD.

          (a) Unless otherwise expressly provided in any Option, the unexercised
portion  of any  Option  shall  automatically  and  without  notice  immediately
terminate  and become  forfeited,  null and void at the time of the  earliest to
occur of the following:

               (i)  three  months  after  the  date  on  which  the   Optionee's
employment is terminated  for any reason other than by reason of (A) Cause,  (B)
the  termination of the Optionee's  employment with the Company by such Optionee
following  less  than 60 days'  prior  written  notice  to the  Company  of such
termination  (an "Improper  Termination"),  (C) a mental or physical  disability
(within the  meaning of Section  22(e) of the Code) as  determined  by a medical
doctor satisfactory to the Committee, or (D) death;

               (ii)  immediately  upon (A) the termination by the Company of the
Optionee's employment for Cause, or (B) an Improper Termination;

               (iii) one year after the date on which the Optionee's  employment
is terminated by reason of a mental or physical  disability  (within the meaning
of Code Section  22(e)) as determined by a medical  doctor  satisfactory  to the
Committee  or the later of three  months  after  the date on which the  Optionee
shall die if such death shall occur during the one-year period specified herein;
or

               (iv) the later of (a) one year after the date of  termination  of
the  Optionee's  employment  by  reason of death of the  employee,  or (b) three
months after the date on which the Optionee  shall die if such death shall occur
during the one year period specified in Subsection 9(a)(iii) hereof.

          (b) The Committee in its sole discretion may, by giving written notice
("cancellation  notice"),  cancel effective upon the date of the consummation of
any corporate  transaction described in Subsection 10(d) hereof, any Option that
remains  unexercised  on such date.  Such  cancellation  notice shall be given a
reasonable  period of time prior to the proposed date of such  cancellation  and
may be given either before or after approval of such corporate transaction.

          (c) Upon  termination  of  Optionee's  employment as described in this
Section 9, or otherwise,  any Option (or portion thereof) not previously  vested
or not  yet  exercisable  pursuant  to  Section  8 of this  Plan or the  vesting
schedule set forth in such Option shall be immediately canceled.

         10. ADJUSTMENT OF SHARES.

          (a) If at any time while this Plan is in effect or unexercised Options
are outstanding, there shall be any increase or decrease in the number of issued
and  outstanding  Shares through the  declaration of a stock dividend or through
any  recapitalization  resulting  in a stock split,  combination  or exchange of
Shares (other than any such exchange or issuance of Shares  through which Shares
are  issued  to effect  an  acquisition  of  another  business  or entity or the
Company's purchase of Shares to exercise a "call" purchase option),  then and in
such event:

               (i) appropriate adjustment shall be made in the maximum number of
Shares  available for grant under this Plan, so that the same  percentage of the
Company's issued and outstanding Shares shall continue to be subject to being so
optioned;

               (ii) appropriate adjustment shall be made in the number of Shares
and the exercise price per Share thereof then subject to any outstanding Option,
so that the same percentage of the Company's issued and outstanding Shares shall
remain subject to purchase at the same aggregate exercise price; and

               (iii)  such  adjustments  shall be made by the  Committee,  whose
determination in that respect shall be final, binding and conclusive.

          (b) Subject to the specific  terms of any Option,  the  Committee  may
change the terms of Options  outstanding  under this Plan,  with  respect to the
option price or the number of Shares subject to the Options,  or both,  when, in
the Committee's sole discretion,  such adjustments  become appropriate by reason
of a corporate transaction described in Subsection 10(d) hereof, or otherwise.

          (c) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class,  or securities  convertible
into or  exchangeable  for shares of its capital  stock of any class,  either in
connection with a direct or underwritten sale, or upon the exercise of rights or
warrants to subscribe  therefor or purchase such Shares,  or upon  conversion of
obligations  of the  Company  into such  Shares or other  securities,  shall not
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number of or  exercise  price of Shares  then  subject  to  outstanding  Options
granted under this Plan.

          (d) Without limiting the generality of the foregoing, the existence of
outstanding  Options  granted under this Plan shall not affect in any manner the
right or power of the Company to make,  authorize or  consummate  (i) any or all
adjustments,  reclassifications,  recapitalizations,  reorganizations  or  other
changes in the Company's capital  structure or its business;  (ii) any merger or
consolidation  of the  Company  or to which the  Company  is a party;  (iii) any
issuance by the Company of debt  securities,  or preferred or  preference  stock
that would rank senior to or above the Shares  subject to  outstanding  Options;
(iv) any  purchase  or  issuance  by the  Company of Shares or other  classes of
common stock or common equity securities;  (v) the dissolution or liquidation of
the Company; (vi) any sale, transfer,  encumbrance,  pledge or assignment of all
or any part of the  assets  or  business  of the  Company;  or (vii)  any  other
corporate act or proceeding, whether of a similar character or otherwise.

          (e) The Optionee shall receive written notice within a reasonable time
prior to the  consummation  of such action  advising  the Optionee of any of the
foregoing.  The Committee may, in the exercise of its sole  discretion,  in such
instances  declare  that any Option  shall  terminate  as of a date fixed by the
Board and give each Optionee the right to exercise his or her Option.

         11.  TRANSFERABILITY.  No Option or stock  appreciation  right  granted
hereunder shall be sold, pledged, assigned, hypothecated,  disposed or otherwise
transferred  by the  Optionee  other  than by will or the  laws of  descent  and
distribution,  unless otherwise  authorized by the Board, and no Option or stock
appreciation  right shall be exercisable  during the Optionee's  lifetime by any
person other than the Optionee.

         12.  ISSUANCE  OF SHARES.  As a  condition  of any sale or  issuance of
Shares upon exercise of any Option, the Committee may require such agreements or
undertakings, if any, as the Committee may deem necessary or advisable to assure
compliance  with any such law or regulation  including,  but not limited to, the
following:

               (i) a representation and warranty by the Optionee to the Company,
at the time any  Option is  exercised,  that he is  acquiring  the  Shares to be
issued to him for  investment  and not with a view to, or for sale in connection
with, the distribution of any such Shares; and

               (ii) an  agreement  and  undertaking  to  comply  with all of the
terms,   restrictions   and  provisions   set  forth  in  any  then   applicable
stockholders' agreement relating to the Shares,  including,  without limitation,
any restrictions on transferability,  any rights of first refusal and any option
of the  Company  to  "call"  or  purchase  such  Shares  under  then  applicable
agreements, and

               (iii)  any  restrictive  legend or  legends,  to be  embossed  or
imprinted on Share  certificates,  that are, in the discretion of the Committee,
necessary or  appropriate to comply with the provisions of any securities law or
other restriction applicable to the issuance of the Shares.

         13.  STOCK   APPRECIATION   RIGHTS.   The  Committee  may  grant  stock
appreciation  rights to Employees,  either or tandem with Options that have been
or are granted  under the Plan or with respect to a number of Shares on which an
Option is not granted.  A stock  appreciation  right shall entitle the holder to
receive, with respect to each Share as to which the right is exercised,  payment
in an amount  equal to the excess of the Share's  Fair Market  Value on the date
the  right is  exercised  over its Fair  Market  Value on the date the right was
granted. Such payment may be made in cash or in Shares valued at the Fair Market
Value as of the date of  surrender,  or partly in cash and partly in Shares,  as
determined by the Committee in its sole discretion.  The Committee may establish
a maximum appreciation value payable for stock appreciation rights.

         14.  RESTRICTED STOCK AWARDS.  The Committee may grant restricted stock
awards  under  the  Plan in  Shares  or  denominated  in units  of  Shares.  The
Committee,  in its sole  discretion,  may make such awards subject to conditions
and restrictions, as set forth in the instrument evidencing the award, which may
be based on  continuous  service with the Company or the  attainment  of certain
performance  goals related to profits,  profit growth,  cash-flow or shareholder
returns,  where  such  goals may be  stated in  absolute  terms or  relative  to
comparison companies or indices to be achieved during a period of time.

         15. ADMINISTRATION OF THIS PLAN.

          (a) This Plan shall be  administered  by the  Committee,  which  shall
consist  of not less than two  Directors.  The  Committee  shall have all of the
powers of the Board with respect to this Plan.  Any member of the  Committee may
be removed at any time,  with or without  cause,  by resolution of the Board and
any  vacancy  occurring  in the  membership  of the  Committee  may be filled by
appointment by the Board.

          (b) Subject to the provisions of this Plan,  the Committee  shall have
the authority, in its sole discretion, to: (i) grant Options, (ii) determine the
exercise price per Share at which Options may be exercised,  (iii) determine the
Optionees to whom,  and time or times at which,  Options shall be granted,  (iv)
determine the number of Shares to be represented  by each Option,  (v) determine
the terms,  conditions  and provisions of each Option granted (which need not be
identical)  and,  with the consent of the holder  thereof,  modify or amend each
Option, (vi) defer (with the consent of the Optionee) or accelerate the exercise
date of any Option, and (vii) make all other determinations  deemed necessary or
advisable for the administration of this Plan, including  re-pricing,  canceling
and regranting Options.

          (c) The Committee,  from time to time, may adopt rules and regulations
for carrying out the purposes of this Plan. The Committee's  determinations  and
its  interpretation  and  construction  of any  provision  of this Plan shall be
final,  conclusive and binding upon all Optionees and any holders of any Options
granted under this Plan.

          (d) Any and all decisions or  determinations of the Committee shall be
made either (i) by a majority  vote of the members of the Committee at a meeting
of the Committee or (ii) without a meeting by the unanimous  written approval of
the members of the Committee.

          (e) No member of the  Committee,  or any  Officer or  Director  of the
Company or its Subsidiaries,  shall be personally liable for any act or omission
made in good faith in connection with this Plan.

         16. INCENTIVE OPTIONS FOR 10% STOCKHOLDERS.  Notwithstanding  any other
provisions of this Plan to the contrary,  an Incentive Stock Option shall not be
granted to any person owning directly or indirectly  (through  attribution under
Section 424(d) of the Code) at the date of grant, stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company (or of
its Subsidiary) at the date of grant unless the exercise price of such Option is
at least 110% of the Fair Market  Value of the Shares  subject to such Option on
the date the Option is granted,  and such Option by its terms is not exercisable
after the expiration of 10 years from the date such Option is granted.

         17. INTERPRETATION.

          (a)  This  Plan  shall be  administered  and  interpreted  so that all
Incentive  Stock Options granted under this Plan will qualify as Incentive Stock
Options  under  Section 422 of the Code. If any provision of this Plan should be
held  invalid for the  granting of  Incentive  Stock  Options or illegal for any
reason, such determination shall not affect the remaining provisions hereof, and
this Plan shall be construed  and enforced as if such  provision  had never been
included in this Plan.

          (b) This Plan shall be governed by the laws of the State of New York.

          (c) Headings contained in this Plan are for convenience only and shall
in no  manner  be  construed  as part of this  Plan or  affect  the  meaning  or
interpretation of any part of this Plan.

          (d) Any reference to the masculine,  feminine,  or neuter gender shall
be a reference to such other gender as is appropriate.

          (e) Time shall be of the  essence  with  respect  to all time  periods
specified  for the giving of notices to the  company  hereunder,  as well as all
time periods for the  expiration and  termination of Options in accordance  with
Section 9 hereof (or as otherwise set forth in an option agreement).

         18. AMENDMENT AND DISCONTINUATION OF THIS PLAN. Either the Board or the
Committee  may from time to time  amend  this  Plan or any  Option  without  the
consent or approval of the stockholders of the Company; provided, however, that,
except to the extent  provided in Section 9, no amendment or  suspension of this
Plan or any  Option  issued  hereunder  shall  substantially  impair  any Option
previously granted to any Optionee without the consent of such Optionee.

         19.  TERMINATION  DATE.  This Plan shall  terminate ten years after the
date of adoption by the Board of Directors



</TEXT>
</DOCUMENT>
