<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>2
<FILENAME>c60732ex10-8.txt
<DESCRIPTION>1993 STOCK OPTION PLAN
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.8


                       SHEFFIELD MEDICAL TECHNOLOGIES INC.

                             1993 STOCK OPTION PLAN
                       (as amended through July 15, 1998)


1.       Purposes of the Plan. The purposes of this 1993 Stock Option Plan are
         to attract and retain the best available personnel for positions of
         responsibility within the Company, to provide additional incentive to
         Employees of the Company, and to promote the success of the Company's
         business through the grant of options to purchase shares of the
         Company's Common Stock. Options granted hereunder may be either
         Incentive Stock or Non-Statutory Stock Options, at the discretion of
         the Board. The type of options granted shall be reflected in the terms
         of written Stock Option agreements. The Company intends that the Plan
         meet the requirements of Rule 16b-3 and that transactions of the type
         specified in subparagraphs (c) to (f) inclusive of Rule 16b-3 by
         officers and directors of the Company pursuant to the Plan will be
         exempt from the operation of Section 16(b) of the Exchange Act.
         Further, the Plan is intended to satisfy the performance-based
         compensation exception to the limitation on the Company's tax
         deductions imposed by Section 162(m) of the Code. In all cases, the
         terms, provisions, conditions and limitations of the Plan shall be
         construed and interpreted consistent with the Company's intent as
         stated in this Section 1.

2.       Definitions. As used herein, the following definitions shall apply:


         (a)      "Board" shall mean the Board of Directors of the Company or,
                  when appropriate, the Committee administering the Plan, if one
                  has been appointed.

         (b)      "Code" shall mean the Internal Revenue Code of 1986, as
                  amended, and the rules and regulations promulgated thereunder.

         (c)      "Common Stock" shall mean the common stock of the Company
                  described in the Company's Certificate of Incorporation, as
                  amended.

         (d)      "Company" shall mean SHEFFIELD MEDICAL TECHNOLOGIES INC., a
                  Delaware corporation, and shall include any parent or
                  subsidiary corporation of the Company as defined in Sections
                  425(e) and (f), respectively, of the Code.

         (e)      "Committee" shall mean the Stock Option Committee composed of
                  two or more directors who are Non-Employee Directors and
                  Outside Directors and who shall be elected by and shall serve
                  at the pleasure of the Board and shall be responsible for
                  administering the Plan in accordance with paragraph (a) of
                  Section 4 of the Plan.

         (f)      "Employee" shall mean key employees, including salaried
                  officers and directors and other key individuals employed by
                  the Company. The payment of a director's fee by the Company
                  shall not be sufficient to constitute "employment" by the
                  Company.

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

         (h)      "Fair Market Value" shall mean, with respect to the date a
                  given Option is granted or exercised, the value of the Common
                  Stock determined by the Board in such manner as it may deem
                  equitable for Plan purposes but, in the case of an Incentive
                  Stock Option, no less than is required by applicable laws or
                  regulations; provided, however, that where there is a public
                  market for the Common Stock, the Fair Market Value per Share
                  shall be the mean of the bid and asked prices of the Common
                  Stock on the date of grant, as reported in the Wall Street
                  Journal (or, if not so reported, as otherwise reported in the
                  National Association of Securities Dealers Automated Quotation
                  System) or, in the event the Common Stock is listed on the New
                  York Stock Exchange or the NASDAQ Stock Market, the American
                  Stock Exchange, the NASDAQ/National Market System, the Fair
                  Market Value per Share shall be the closing price on such
                  exchange on the date of grant of the Option, as reported in
                  the Wall Street Journal.


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         (i)      "Incentive Stock Option" shall mean an Option which is
                  intended to qualify as an incentive stock option within the
                  meaning of Section 422 of the Code.

         (j)      "Non-Employee Director" shall mean a non-employee director as
                  defined in Rule 16b-3.

         (k)      "Non-statutory Stock Option" shall mean an Option which is not
                  an Incentive Stock Option.

         (l)      "Option" shall mean a stock option granted under the Plan.

         (m)      "Optioned Stock" shall mean the Common Stock subject to an
                  Option.

         (n)      "Optionee" shall mean an Employee of the Company who has been
                  granted one or more Options.

         (o)      "Outside Director" shall mean an outside director as defined
                  in Section 162(m) of the Code or the rules and regulations
                  promulgated thereunder.

         (p)      "Parent" shall mean a "parent corporation," whether now or
                  hereafter existing, as defined in Section 425(e) of the Code.

         (q)      "Plan" shall mean this 1993 Stock Option Plan.

         (r)      "Share" shall mean a share of the Common Stock, as adjusted in
                  accordance with Section 11 of the Plan.

         (s)      "Stock Option Agreement" shall mean the written agreement
                  between the Company and the Optionee relating to the grant of
                  an Option.

         (t)      "Subsidiary" shall mean a "subsidiary corporation," whether
                  now or hereafter existing, as defined in Section 425(f) of the
                  Code.

         (u)      "Tax Date" shall mean the date an Optionee is required to pay
                  the Company an amount with respect to tax withholding
                  obligations in connection with the exercise of an option.

3.       Common Stock Subject to the Plan. Subject to the provisions of Section
         11 of the Plan, the maximum aggregate number of shares which may be
         optioned and sold under the Plan is Four Million (4,000,000) Shares of
         Common Stock. The Shares may be authorized, but unissued, or previously
         issued Shares acquired by the Company and held in treasury.

         If an Option should expire or become unexercisable for any reason
         without having been exercised in full, the unpurchased Shares covered
         by such Option shall, unless the Plan shall have been terminated, be
         available for future grants of Options. The maximum number of Shares
         that may be subject to options granted under the Plan to any individual
         in any calendar year shall not exceed 500,000 Shares and the method of
         counting such Shares shall conform to any requirements applicable to
         performance-based compensation under Section 162(m) of the Code or the
         rules and regulations promulgated thereunder.

4.       Administration of the Plan.

         (a)      Procedure.

                  (i)      The Plan shall be administered by the Board in
                  accordance with Rule 16b-3 under the Exchange Act ("Rule
                  16b-3"); provided, however, that the Board may appoint a
                  Committee to administer the Plan at any time or from time to
                  time, and, provided further, that if the Board is not
                  "disinterested" within the meaning of Rule 16b-3, the Plan
                  shall be administered by a Committee in accordance with Rule
                  16b-3.

                  (ii)     Once appointed, the Committee shall continue to serve
                  until otherwise directed by the Board. From time to time the
                  Board may increase the size of the Committee and appoint
                  additional members thereof, remove members (with or without
                  cause), appoint new members in


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                  substitution therefor, and fill vacancies however caused:
                  provided, however, that at no time may any person serve on the
                  Committee if that person's membership would cause the
                  Committee not to satisfy the "disinterested administration"
                  requirements of Rule 16b-3.

         (b)      Powers of the Board. Subject to the provisions of the Plan,
                  the Board shall have the authority, in its discretion: (i) to
                  grant Incentive Stock Options and Nonstatutory Stock Options;
                  (ii) to determine, upon review of relevant information and in
                  accordance with Section 2 of the Plan, the Fair Market Value
                  of the Common Stock; (iii) to determine the exercise price per
                  Share of Options to be granted, which exercise price shall be
                  determined in accordance with Section 8(a) of the Plan; (iv)
                  to determine the Employees to whom, and the time or times at
                  which, Options shall be granted and the number of Shares to be
                  represented by each Option; (v) to interpret the Plan; (vi) to
                  prescribe, amend and rescind rules and regulations relating to
                  the Plan; (vii) to determine the terms and provisions of each
                  Option granted including, without limitation, the terms of
                  exercise (including the period of exercisability) or
                  forfeiture of Options granted hereunder upon termination of
                  the employment of an Employee; (viii) to accelerate or defer
                  (with the consent of the Optionee) the exercise date of any
                  Option; (ix) to authorize any person to execute on behalf of
                  the Company any instrument required to effectuate the grant of
                  an Option previously granted by the Board; (x) to accept or
                  reject the election made by an Optionee pursuant to Section 17
                  of the Plan; and (xi) to make all other determinations deemed
                  necessary or advisable for the administration of the Plan.

         (c)      Effect of Board's Decision. All decisions, determinations and
                  interpretations of the Board shall be final and binding on all
                  Optionees and any other holders of any Options granted under
                  the Plan.

         (d)      Inability of Committee to Act. In the event that for any
                  reason the Committee is Unable to act or if the Committee at
                  the time of any grant, award or other acquisition under the
                  Plan of options or Shares does not consist of two or more
                  Non-Employee Directors, then any such grant, award or other
                  acquisition may be approved or ratified in any other manner
                  contemplated by subparagraph (d) of Rule 16b-3.

5.       Eligibility.

         (a)      Consistent with the Plan's purposes, Options may be granted
                  only to Employees of the Company as determined by the Board.
                  An Employee who has been granted an Option may, if he is
                  otherwise eligible, be granted an additional Option or
                  Options. Incentive Stock Options may be granted only to those
                  Employees who meet the requirements applicable under Section
                  422 of the Code.

         (b)      Unless otherwise provided in the applicable Stock Option
                  Agreement, all Options granted to Employees of the Company
                  under the Plan will be subject to forfeiture until such time
                  as the Optionee has been continuously employed by the Company
                  for one year after the date of the grant of the Options, and
                  may not be exercised prior to such time. At such time as the
                  Optionee has been continuously employed by the Company for one
                  year, the foregoing restriction shall lapse and the Optionee
                  may exercise the Options at any time otherwise consistent with
                  the Plan.

         (c)      With respect to Incentive Stock Options, the aggregate Fair
                  Market Value (determined at the time the Incentive Stock
                  Option is granted) of the Common Stock with respect to which
                  Incentive Stock Options are exercisable for the first time by
                  the employee during any calendar year (under all employee
                  benefit plans of the Company) shall not exceed One Hundred
                  Thousand Dollars ($100,000).

6.       Stockholder Approval and Effective Dates. The Plan became effective
         upon approval by the Board. No Option may be granted under the Plan
         after August 30, 2003 (ten years from the effective date of the Plan);
         provided, however that the Plan and all outstanding Options shall
         remain in effect until such Options have expired or until such Options
         are canceled.

7.       Term of Option. Unless otherwise provided in the Stock Option
         Agreement, the term of each Option shall be five (5) years from the
         date of grant thereof. In no case shall the term of any Option exceed
         ten (10)


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         years from the date of grant thereof. Notwithstanding the above, in the
         case of an Incentive Stock Option granted to an Employee who, at the
         time the Incentive Stock Option is granted, owns ten percent (10%) or
         more of the Common Stock as such amount is calculated under Section
         422(b)(6) of the Code ("Ten Percent Stockholder"), the term of the
         Incentive Stock Option shall be five (5) years from the date of grant
         thereof or such shorter time as may be provided in the Stock Option
         Agreement. If an option granted to the Company's chief executive
         officer or to any of the Company's other four most highly compensated
         officers is intended to qualify as "performance-based" compensation
         under Section 162(m) of the Code, the exercise price of such option
         shall not be less than 100% of the Fair Market Value of a Share on the
         date such option is granted.

8.       Exercise Price and Payment.

         (a)      Exercise Price. The per Share exercise price for the Shares to
                  be issued pursuant to exercise of an Option shall be
                  determined by the Board, but in the case of an Incentive Stock
                  Option shall be no less than one hundred percent (100%) of the
                  Fair Market Value per share on the date of grant, and in the
                  case of a Nonstatutory Stock Option shall be no less than
                  eighty-five percent (85%) of the Fair Market Value per share
                  on the date of grant. Notwithstanding the foregoing, in the
                  case of an Incentive Stock Option granted to an Employee who,
                  at the time of the grant of such Incentive Stock Option, is a
                  Ten Percent Stockholder, the per Share exercise price shall be
                  no less than one hundred ten percent (110%) of the Fair Market
                  Value per Share on the date of grant.

         (b)      Payment. The price of an exercised Option and the Employee's
                  portion of any taxes attributable to the delivery of Common
                  Stock under the Plan, or portion thereof, shall be paid:

                  (i)      In United States dollars in cash or by check, bank
                  draft or money order payable to the order of the Company; or

                  (ii)     At the discretion of the Board, through the delivery
                  of shares of Common Stock with an aggregate Fair Market Value
                  equal to the option price and withholding taxes, if any; or

                  (iii)    At the election of the Optionee pursuant to Section
                  17 and with the consent of the Board pursuant to Section
                  4(b)(x), by the Company's retention of such number of shares
                  of Common Stock subject to the exercised Option which have an
                  aggregate Fair Market Value on the exercise date equal to the
                  Employee's portion of the Company's aggregate federal, state,
                  local and foreign tax withholding and FICA and FUTA
                  obligations with respect to income generated by the exercise
                  of the Option by Optionee;

                  (iv)     By a combination of (i), (ii) and (iii) above; or

                  (v)      In the manner provided in subsection (c) below.

                  The Board shall determine acceptable methods for tendering
                  Common Stock as payment upon exercise of an Option and may
                  impose such limitations and prohibitions on the use of Common
                  Stock to exercise an Option as it deems appropriate.

         (c)      Financial Assistance to Optionees. The Board may assist
                  Optionees in paying the exercise price of Options granted
                  under this Plan in the following manner:

                  (i)      The extension of a loan to the Optionee by the
                  Company; or

                  (ii)     Payment by the Optionee of the exercise price in
                  installments; or

                  (iii)    A guaranty by the Company of a loan obtained by the
                  Optionee from a third party.

         The terms of any loans, installment payments or guarantees, including
         the interest rate and terms of repayment, and collateral requirements,
         if any, shall be determined by the Board, in its sole discretion.
         Subject to applicable margin requirements, any loans, installment
         payments or guarantees authorized by the Board pursuant to the Plan may
         be granted without security, but the maximum credit available shall


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<PAGE>   5

         not exceed the exercise price for the Shares for which the Option is to
         be exercised, plus any federal and state income tax liability incurred
         in connection with the exercise of the Option.

9.       Exercise of Option.

         (a)      Procedure for Exercise; Rights as a Stockholder. Any Option
                  granted hereunder shall be exercisable at such times and under
                  such conditions as determined by the Board, including
                  performance criteria with respect to the Company and/or the
                  Optionee, and as shall be permissible under the terms of the
                  Plan. Unless otherwise determined by the Board at the time of
                  grant, an Option may be exercised in whole or in part. An
                  Option may not be exercised for a fraction of a Share.

                  An Option shall be deemed to be exercised when written notice
                  of such exercise has been given to the Company in accordance
                  with the terms of the Option by the person entitled to
                  exercise the Option and full payment for the Shares with
                  respect to which the Option is exercised has been received by
                  the company. Full payment may, as authorized by the Board,
                  consist of any consideration and method of payment allowable
                  under Section 8(b) of the Plan. Until the issuance (as
                  evidenced by the appropriate entry on the books of the Company
                  or of a duly authorized transfer agent of the Company) of the
                  stock certificate evidencing such Shares, no right to vote or
                  receive dividends or any other rights as a stockholder shall
                  exist with respect to the Optioned Stock, notwithstanding the
                  exercise of the Option. No adjustment will be made for a
                  dividend or other right for which the record date is prior to
                  the date the stock certificate is issued, except as provided
                  in Section 11 of the Plan.

                  Exercise of an Option in any manner shall result in a decrease
                  in the number of Shares which thereafter may be available,
                  both for purposes of the Plan and for sale under the Option,
                  by the number of Shares to which the Option is exercised.

         (b)      Termination of Status as an Employee. Unless otherwise
                  provided in the applicable Stock Option Agreement, if an
                  Employee's employment by the Company is terminated for cause,
                  then any Option held by the Employee shall be immediately
                  canceled upon termination of employment and the Employee shall
                  have no further rights with respect to such Option. Unless
                  otherwise provided in the Stock Option Agreement, if an
                  Employee's employment by the Company is terminated for reasons
                  other than cause, and does not occur due to death or
                  disability, then the Employee may, with the consent of the
                  Board, for ninety (90) days after the date he ceases to be an
                  Employee of the Company, exercise his Option to the extent
                  that he was entitled to exercise it at the date of such
                  termination. To the extent that he was not entitled to
                  exercise the Option at the date of such termination, or if he
                  does not exercise such Option (which he was entitled to
                  exercise) within the time specified herein or in the
                  applicable Stock Option Agreement, the Option shall terminate.

         (c)      Disability. Unless otherwise provided in the applicable Stock
                  Option Agreement, notwithstanding the provisions of Section
                  9(b) above, in the event an Employee is unable to continue his
                  employment with the Company as a result of his permanent and
                  total disability (as defined in Section 22(e)(3) of the Code),
                  he may, but only within twelve (12) months from the date of
                  termination, exercise his Option to the extent he was entitled
                  to exercise it at the date of such termination. To the extent
                  that he was not entitled to exercise the Option at the date of
                  termination, or if he does not exercise such Option (which he
                  was entitled to exercise) within the time specified herein or
                  in the applicable Stock Option Agreement, the Option shall
                  terminate.

         (d)      Death. Unless otherwise provided in the Stock Option
                  Agreement, if an Employee dies during the term of the Option
                  and is at the time of his death an Employee of the Company who
                  shall have been in continuous status as an Employee since the
                  date of grant of the Option, the Option may be exercised at
                  any time within twelve (12) months following the date of death
                  (or such other period of time as is determined by the Board)
                  by the Employee's estate or by a person who acquired the right
                  to exercise the Option by bequest or inheritance, but only to
                  the extent that an Employee was entitled to exercise the
                  Option on the date of death. To the extent the Employee was
                  not entitled to exercise the Option on the date of death, or
                  if the Employee's estate, or person who acquired the right to
                  exercise the Option by bequest or inheritance, does not
                  exercise such


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                  Option (which he was entitled to exercise) within the time
                  specified herein or in the applicable Stock Option Agreement,
                  the Option shall terminate.

10.      Non-Transferability of Options. An Option may not be sold, pledged,
         assigned, hypothecated, transferred or disposed of in any manner other
         than by will or by the laws of descent or distribution, or pursuant to
         a "qualified domestic relations order" under the Code and ERISA, and
         may be exercised, during the lifetime of the Optionee, only by the
         Optionee.

11.      Adjustments Upon Changes in Capitalization or Merger. Subject to any
         required action by the stockholders of the Company, the number of
         shares of Common Stock covered by each outstanding Option, and the
         number of shares of Common Stock which have been authorized for
         issuance under the Plan but as to which no Options have yet been
         granted or which have been returned to the Plan upon cancellation or
         expiration of an Option, as well as the price per share of Common Stock
         covered by each such outstanding Option, shall be proportionately
         adjusted for any increase or decrease in the number of issued shares of
         Common Stock resulting from a stock split, reverse stock split, stock
         dividend, combination or reclassification of the Common Stock, or any
         other increase or decrease in the number of issued shares of Common
         Stock effected without receipt of consideration by the Company;
         provided, however, that conversion of any convertible securities of the
         Company shall not be deemed to have been "effected without receipt of
         consideration." Such adjustment shall be made by the Board, whose
         determination in that respect shall be final, binding and conclusive.
         Except as expressly provided herein, no issuance by the company of
         shares of stock of any class, or securities convertible into shares of
         stock of any class, shall affect and no adjustment by reason thereof,
         shall be made with respect to the number or price of shares of Common
         Stock subject to an Option.

         In the event of the proposed dissolution or liquidation of the Company,
         the Option will terminate immediately prior to the consummation of such
         proposed action, unless otherwise provided by the Board. The Board 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 Option as to all or any part of
         the Optioned Stock, including Shares as to which the Option would not
         otherwise be exercisable. In the event of a proposed sale of all or
         substantially all of the assets of the Company, or the merger of the
         Company with or into another corporation, the Option shall be assumed
         or an equivalent option shall be substituted by such successor
         corporation or a parent or subsidiary of such successor corporation,
         unless the Board determines, in the exercise of its sole discretion and
         in lieu of such assumption or substitution, that the Optionee shall
         have the right to exercise the option as to all of the Optioned Stock,
         including Shares as to which the Option would not otherwise be
         exercisable. If the Board makes an Option fully exercisable in lieu of
         assumption or substitution in the event of a merger of`sale of assets,
         the Board shall notify the Optionee that the Option shall be fully
         exercisable for a period of sixty (60) days from the date of such
         notice (but not later than the expiration of the term of the Option
         under the Option Agreement), and the Option will terminate upon the
         expiration of such period.

12.      Time of Granting Options. The date of grant of an Option shall, for all
         purposes, be the date on which the Board makes the determination
         granting such Option. Notice of the determination shall be given to
         each Employee to whom an Option is so granted within a reasonable time
         after the date of such grant.

13.      Amendment and Termination of the Plan.

         (a)      Amendment and Termination. The Board may amend or terminate
                  the Plan from time to time in such respects as the Board may
                  deem advisable; provided, however, that the following
                  revisions or amendments shall require approval of the
                  Stockholders of the Company, to the extent required by law,
                  rule or regulation:

                  (i)      Any material increase in the number of Shares subject
                           to the Plan, other than in connection with an
                           adjustment under Section 11 of the Plan;

                  (ii)     Any material change in the designation of the
                           Employees eligible to be granted Options; or

                  (iii)    Any material increase in the benefits accruing to
                           participants under the Plan.



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<PAGE>   7

         (b)      Effect of Amendment or Termination. Any such amendment or
                  termination of the Plan shall not affect Options already
                  granted and such Options shall remain in full force and effect
                  as if this Plan had not been amended or terminated, unless
                  mutually agreed otherwise between the Optionee and the Board,
                  which agreement must be in writing and signed by the Optionee
                  and the Company.

14.      Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
         to the exercise of an Option unless the exercise of such Option and the
         issuance and delivery of such Shares pursuant thereto shall comply with
         all relevant provisions of law, including, without limitation, the
         Securities Act of 1933, as amended, the Exchange Act, the rules and
         regulations promulgated thereunder, and the requirements of any stock
         exchange upon which the Shares may then be listed, and shall be further
         subject to the approval of counsel for the Company with respect to such
         compliance.

         As a condition to the exercise of an Option, the Company may require
         the person exercising such Option to represent and warrant at the time
         of any such exercise that the Shares are being purchased only for
         investment and without any present intention to sell or distribute such
         Shares if, in the opinion of counsel for the company, such a
         representation is required by any of the aforementioned relevant
         provisions of law.

         Inability of the Company to obtain authority from any regulatory body
         having jurisdiction, which authority is deemed by the Company's counsel
         to be necessary to the lawful issuance and sale of any Shares
         hereunder, shall relieve the Company of any liability in respect of the
         failure to issue or sell such Shares as to which such requisite
         authority shall not have been obtained.

         In the case of an Incentive Stock Option, any Optionee who disposes of
         Shares of Common Stock acquired upon the exercise of an Option by sale
         or exchange (a) either within two (2) years after the date of the grant
         of the Option under which the Common Stock was acquired or (b) within
         one (1) year after the acquisition of such Shares of Common Stock shall
         notify the Company of such disposition and of the amount realized upon
         such disposition.

15.      Reservation of Shares. The Company will at all times reserve and keep
         available such number of Shares as shall be sufficient to satisfy the
         requirements of the Plan.

16.      Option Agreement. Options shall be evidenced by Stock Option Agreements
         in such form as the Board shall approve.

17.      Withholding Taxes. Subject to Section 4(b)(x) of the Plan and prior to
         the Tax Date, the Optionee may make an irrevocable election to have the
         Company withhold from those Shares that would otherwise be received
         upon the exercise of any Option, a number of Shares having a Fair
         Market Value equal to the minimum amount necessary to satisfy the
         Company's federal, state, local and foreign tax withholding obligations
         and FICA and FUTA obligations with respect to the exercise of such
         Option by the Optionee.

         An Optionee who is also an officer of the Company must make the above
         described election:

         (a)      at least six months after the date of grant of the Option
                  (except in the event of death or disability); and

         (b)      either:

                  (i)      six months prior to the Tax Date, or

                  (ii)     prior to the Tax Date and during the period beginning
                  on the third business day following the date the Company
                  releases its quarterly or annual statement of sales and
                  earnings and ending on the twelfth business day following such
                  date.

18.      Miscellaneous Provisions.

         (a)      Plan Expense. Any expense of administering this Plan shall be
                  borne by the Company.


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<PAGE>   8

         (b)      Use of Exercise Proceeds. The payment received from Optionees
                  from the exercise of Options shall be used for the general
                  corporate purposes of the Company.

         (c)      Construction of Plan. The place of administration of the Plan
                  shall be in the State of Wyoming, and the validity,
                  construction, interpretation, administration and effect of the
                  Plan and of its rules and regulations, and rights relating to
                  the Plan, shall be determined in accordance with the laws of
                  the State of Wyoming without regard to conflict of law
                  principles and, where applicable, in accordance with the Code.

         (d)      Taxes. The Company shall be entitled if necessary or desirable
                  to pay or withhold the amount of any tax attributable to the
                  delivery of Common Stock under the Plan from other amounts
                  payable to the Employee after giving the person entitled to
                  receive such Common Stock notice as far in advance as
                  practical, and the Company may defer making delivery of such
                  Common Stock if any such tax may be pending unless and until
                  indemnified to its satisfaction.

         (e)      Indemnification. In addition to such other rights of
                  indemnification as they may have as members of the Board, the
                  members of the Board shall be indemnified by the Company
                  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 party by reason of any action taken or
                  failure to act under or in connection with the Plan or any
                  Option, and against all amounts paid by them in settlement
                  thereof (provided such settlement is approved by independent
                  legal counsel selected by the Company) or paid by them in
                  satisfaction of a judgment in any such action, suite or
                  proceeding, except a judgment based upon a finding of bad
                  faith; provided that upon the institution of any such action,
                  suit or proceeding a Board member shall, in writing, give the
                  Company notice thereof and an opportunity, at its own expense,
                  to handle and defend the same before such Board member
                  undertakes to handle and defend it on her or his own behalf.

         (f)      Gender. For purposes of this Plan, words used in the masculine
                  gender shall include the feminine and neuter, and the singular
                  shall include the plural and vice versa, as appropriate.

         (g)      No Employment Agreement. The Plan shall not confer upon any
                  Optionee any right with respect to continuation of employment
                  with the Company, nor shall it interfere in any way with his
                  right or the Company's right to terminate his employment at
                  any time.


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</DOCUMENT>
