EXHIBIT 10.23



                            QUIETPOWER SYSTEMS, INC.
                             1993 STOCK OPTION PLAN

1. Purpose.

      The purpose of the 1993 Stock Option Plan (the "Plan") of QuietPower
Systems, Inc. (the "Company") is to enable the Company to better attract and
retain persons who will provide their skills and services to the Company and any
of its subsidiaries with the incentive inherent in stock ownership and to
increase their proprietary interest in the success of the Company. It is
believed that the Plan will aid in retaining officers, directors employees and
consultants and in encouraging them to devote their time and energy to further
the interests of the Company, as well as to furnish a means of attracting
employees of exceptional ability to the Company. The options issued under the
Plan shall constitute either "incentive stock options" within the meaning of
Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), or
"nonqualified stock options" (collectively, the "Options"), as designated by the
Committee (as hereinafter defined) or Board on the date of the grant of an
Option.

2. Shares Available/Option Grant.

      The aggregate number of share of common stock of the Company, par value
$.01 per share (the "Common Stock"), issuable pursuant to Options granted under
the Plan shall not exceed two hundred fifty thousand (250,000) shares, except as
provided in Paragraph 9 hereof. Such Common Stock shall consist of either
unissued or reacquired shares (treasury stock). In the event that any Option
granted under the Plan shall expire or be terminated for any reason without
being wholly exercised, new Options may be granted covering the unpurchased
shares formerly subject to the expired Option.

      An Option granted under this Plan may be either an incentive stock option
within the meaning of Section 422A of the Code or a nonqualified stock option as
the Committee (as hereinafter defined) or Board shall, in its sole discretion
but subject to the limitations of Section 5 herein, determine upon the grant of
an Option. Only Options specifically designated as incentive stock options shall
be treated as such for the purposes of the Plan and the Code.

3. Administration.

      The Plan shall be administered and interpreted by the Board of Directors
or a committee (the "Committee") of not less than three (3) members from time to
time appointed by the Board of Directors of the Company. Each member of the
Committee, while serving as such, may also be a director of the Company and
shall be a disinterested person within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended. The Board of Directors may, from
time to time, appoint members of the Committee in substitution for, or in
addition to, members previously 


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appointed, and may fill vacancies, however caused, in the Committee. The
Committee shall hold meetings at such times and places as it shall deem
advisable. A majority of its members shall constitute a quorum. The Committee
shall act by a majority vote or by a written statement signed by all of its
members. The Committee may appoint a secretary, shall keep minutes of its
meetings, and may make such rules and regulations for the conduct of its
business as it shall deem advisable.

      Subject to the express provisions of the Plan, the Committee or Board
shall determine the individuals to whom Options shall be granted, the type of
Options to be granted, the time(s) at which Options shall be granted, the number
of shares to be subject to each Options, the term of each Option and the Time(s)
at or during which an Option may be exercised in whole or in part, and all such
other terms and conditions of such Options as the Committee or Board deems
appropriate including, but not limited to, conditions as to the vesting of the
right to exercise any Option. The Committee or Board may, in its sole
discretion, at the time an Option is granted establish one or more conditions to
the exercise of an Option, provided that, if the Options is designated as an
incentive stock option, then the condition(s) shall not be inconsistent with
Section 422A of the Code.

      The Committee or Board may correct any defect or omission or reconcile any
inconsistency in the Plan, or in any Option, in the manner and to the extent it
shall deem desirable. The Committee or Board shall have full and sole authority
to make all grants to be made hereunder as will as to make all administrative,
interpretative and other determinations with respect to the Plan, and all such
determinations shall be final and conclusive on all officers, directors and
employees eligible to participate in the Plan and on their legal representatives
and beneficiaries.

4. Eligibility.

      All officers, directors, employees and consultants of the Company and any
of its subsidiaries shall be eligible to receive Options under the Plan. The
officers, directors, employees or consultants to whom Options may be granted
pursuant to the Plan shall be determined by the Committee or Board in its sole
discretion, subject to the terms and conditions of the Plan.

5. Option Exercise Price.

      The Purchase price for each share of Common Stock underlying each Option
shall be fixed by the Committee or Board at the time an Option is granted.
However, with respect to incentive stock options in no event will the exercise
price per share be less than one hundred percent (100%) of the fair market value
of the Common Stock on the date of the grant of the Option as determined by the
Committee or Board in a manner consistent with requirements of the regulations
promulgated under the Code, as in effect at such time; and further provided
that, in the case of an officer, director or employee owning shares of the
Company's stock (either directly or constructively within the meaning of Section
425(d) of the Code) in excess of ten percent (10%) of the total combined voting
power of all classes of stock of the Company, in no event will the exercise
price per share of an incentive stock option be less than one hundred and ten
percent 


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(110%) of the fair market value of the Common Stock on the date of the grant of
the Option as determined by the Committee or Board in a manner consistent with
the requirements of Section 422A of the Code. Unless otherwise required by such
regulations, the term "fair market value" as used in the Plan shall mean, as of
any date and in respect of the Common Stock, (i) if quoted on a national stock
exchange, the last reported sale price on the day prior to the date of grant, or
(ii) if not traded on a national stock exchange, the mean between the closing
dealer bid and asked prices of the Common Stock as reported by the National
Association of Securities Dealers through it Automated Quotation System on the
day prior to the date of grant, or, if no quotations shall have been make on
such date, on the next preceding day on which there were quotations; provided,
that if no such quotations shall have been made within the ten (10) business
days preceding such date, or if there is no public market for the trading of the
Common Stock the fair market value of shares of Common Stock shall be as
determined in good faith by the Committee or Board.

      The aggregate fair market value of the Common Stock (*determined at the
time of the grant of the Option) with respect to which incentive stock options
are exercisable for the first time by an optionee during any calendar year under
the Plan (and any other incentive stock option plan of the Company or any of its
subsidiaries) shall not exceed $100,000. To the extent Options exercisable for
the first time by an optionee during any calendar year under the Plan exceed
$100,000, such Options shall not be deemed to be incentive stock options.

6. Term of Options.

      Subject to Paragraph 10 hereof, the term of each Optional shall be fixed
by the Committee or Board but shall be no more than ten (10) years from the date
of grant.

7. Exercise of the Option.

      Each Option granted under the Plan shall be exercisable, either in whole
or in part, with respect to such number of shares and, subject to the provisions
of Paragraph 6 hereof, at such time(s), including periodic installments, as may
be determined by the Committee or Board at the time of the grant, and whether or
not the Option holder is at such time holding Options granted earlier; provided,
however, that no Option may be exercised in whole or in part prior to the
approval of the Plan by a majority vote of the shareholders of the Company as
provided in Section 14 of the Plan. The right to purchase shares of Common Stock
pursuant to an Option that is exercisable in installments shall be cumulative,
so that when the right to purchase any shares of Common Stock has accrued such
shares of Common Stock or any part thereof may be purchased at any time
thereafter until the expiration or termination of the Option.

      An Option shall be exercised by giving written notice of exercise to the
Company. Such notice shall specify the number of shares to be purchased and
shall be accompanied by payment of the purchase price for the shares in full in
cash or by certified check. In the Committee's or Board's 


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sole discretion, payment of the purchase price of the shares may be made by
shares of the Company's Common Stock duly endorsed to the Company for transfer
(which shares shall be valued at their fair market value as of the date
preceding the day of such Option's exercise), or any combination of cash and
shares.

      The holder of an Option shall have none of the rights of a stockholder
with respect to the Common Stock subject thereto until such Common Stock has
been issued and registered on the Company's transfer books upon such exercise.
No Option may be granted pursuant to the Plan or exercised at any time when such
Option, or the grant or exercise thereof, may result in the violation of any
law, governmental order or regulation.

      If an Option shall have been exercised with respect to less than all of
the shares of Common Stock subject to the Option, the Company shall cause to be
delivered to the person entitled thereto a new Option Certificate (as
hereinafter defined), in replacement of the Option Certificate surrendered at
the time of the exercise of the Option, indicating the number of shares of
Common Stock with respect to which the Option remains available for exercise.

8. Non-Transferability.

      No Option granted under the Plan shall be transferable other than by will
or the laws of descent and distribution. An Option may be exercised during the
lifetime of the holder thereof only by such holder or by his guardian or legal
representative.

9. Adjustments.

      In the event there is any change in the Common Stock of the Company by
reason of a stock dividend paid with respect to the Common Stock of the Company,
or a recapitalization, reclassification, stock split or combination of shares
with respect to such Common Stock, or if the outstanding Common Stock of the
Company should, by reason of a merger, consolidation, acquisition of stock or
property, separation, reorganization or liquidation to which the Company is a
party, be exchanged for other shares of the Company or of another corporation
which is a party to such transaction, the number of shares which are subject to
an Option and issuable under the Plan shall be adjusted as the Board of
Directors shall determine to be appropriate to reflect the change or exchange.
In the event of any such change or exchange, the holder of an Option not fully
exercised shall be entitled upon the exercise thereof, to such number and kind
of securities, subject to the terms of the Option, to which such holder would
have been entitled had he owned the shares at the time of such change or
exchange and the exercise price per share shall be adjusted as the Committee or
Board shall determine to be appropriate without such determination constituting
a modification within the meaning of Section 425 of the Code.


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      In the event of any merger or consolidation of the Company with or into
any other corporation, the Committee or Board shall have the power to amend all
outstanding Options to permit the exercise of all such Options prior to the
effectiveness of any such merger or consolidation and to terminate such Options
as of such effectiveness.

      The Committee or Board also may grant Options having terms and provisions
that vary from the terms specified in the Plan provided that any Option granted
pursuant to this Section is granted only in substitution for or in connection
with the assumption of existing options granted by another corporation and
assumed or otherwise agreed to be provided for by the Company pursuant to or by
reason of a transaction involving a corporate merger, consolidation, acquisition
of property or stock, reorganization, or liquidation to which the Company is a
party.

10. Termination of Employment.

      With respect to any holder of an Option who is an employee of the Company
or any of its subsidiaries, any unexercised portion of an Option shall terminate
automatically upon the cessation of employment of such holder, unless (i) such
cessation of employment shall be because of (a) involuntary termination of
employment by the Company or any of its subsidiaries which the Committee or
Board in its sole discretion shall determine to be without cause, (b) voluntary
resignation of the holder with the consent of the Board of Directors of the
Company, (c) retirement in accordance with and as permitted by the terms and
condition of a retirement plan adopted by the Company, in which case the Option
shall be exercisable within a period of three months following the date of such
cessation of employment, or (ii) such cessation of employment shall be because
of disability or death (or death shall occur within three months of such
cessation), in which case the Option shall be exercisable within a period of one
year following the date of cessation of employment, by the holder, his guardian
or legal representative, in the case of disability, or the estate of the holder
or by the person or persons to whom the holder's rights under the Option shall
pass by the holder's will or the laws of descent and distribution, in the case
of death; provided, however, that in no event may an Option be exercised after
the expiration date thereof. The Plan does not confer upon any holder any right
with respect to continuance of employment by the Company or by a subsidiary, nor
shall it be construed to prejudice in any way the Company's or any of its
subsidiaries' right to terminate employment at any time with or without cause.

11. Other Restrictions.

      The shares of Common Stock issued upon exercise of an Option may be
subject to a right of repurchase by the Company upon termination of a holder's
employment and/or a right of first refusal upon a contemplated resale by a
holder, all as may be set forth in the agreements governing the terms of an
Option.


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12. Evidence of Grant.

      Options granted hereunder shall be evidenced by written grants or
agreements (which need not be identical) in such form as the Committee or Board
shall approve, which shall comply with and be subject to the terms and
conditions of the Plan.

13. Purchase for Investment.

      Prior to the issuance and delivery of any Common Stock upon the exercise
of an Option, the Company may: (i) require the holder to give satisfactory
assurances that the Common Stock is being purchased for investment and not with
a view to resale or distribution, and will not be transferred in violation of
applicable securities laws; (ii) restrict the transferability of the Common
stock and require a legend to be endorsed on the certificates representing the
Common Stock; and (iii) condition the issuance and delivery of the Common Stock
upon the listing, registration or qualification of such Common Stock upon a
securities exchange or under applicable securities laws. At the time an Option
is granted, the Committee or Board shall determine whether an appropriate
registration statement covering the common Stock to be issued pursuant to the
Plan shall be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and whether to cause a registration
statement covering the reoffer and resale of Common Stock by holders of Options
who may be deemed to be affiliates of the Company to be so filed, and the date
upon which and the length of time the Company will cause any such registration
statement to become and remain effective.

      The Plan is intended to comply with Rule 16b-4 under the Securities
Exchange Act of 1934, as amended. Any provision inconsistent with that Rue shall
be inoperative, but shall not affect the validity of the Plan.

14. Income Tax Withholding.

      If the Company or any of its subsidiaries shall be required to withhold
any amounts by reason of any federal, state or local tax rules or regulations in
respect of the issuance of the Common Stock pursuant to the exercise of an
Option, the holder shall make available to the Company or any of its
subsidiaries, promptly when requested by the Company or its subsidiary,
sufficient funds to meet the withholding requirements and the Company or its
subsidiary shall be entitled to take any steps it deems advisable so that such
withholdings are make out of any funds or property due or to become due to the
holder. If an officer or employee disposes of the Common Stock acquired pursuant
to an Option that is an incentive stock option in any transaction considered to
be a "disqualifying transaction" under Sections 421 and 422A if the Internal
Revenue Code, the 


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Company shall have the right to deduct any taxes required to be withheld from
any amounts otherwise payable to the employee.

15. Effective Date.

      The Plan shall become effective upon its approval by the Board of
Directors of the Company; provided, however, that if the Plan is not also
approved by the shareholders of the company in accordance with Rule 16b-3 under
the Securities Exchange Act of 1934, as amended, within twelve (12) months from
the date of its approval by the Board of Directors, the Plan shall terminate and
all outstanding Options shall be canceled. No Option granted prior to
shareholder approval of the Plan may be exercised by the holder thereof until
such shareholder approval has been obtained.

16. Expiration and Termination of the Plan.

      Options may be granted under the Plan at any time and from time to time
prior to the tenth anniversary of the date on which the Plan is approved by the
shareholders of the Company, on which date the Plan will expire except as to
Options then outstanding under the Plan. Such outstanding Options shall remain
in effect until they have been exercised or have expired in accordance with
their terms. The Plan may be terminated at any time by the Board of Directors of
the Company except with respect to any Options outstanding under the Plan.

17. Amendment.

      The Board of Directors may, by resolution, amend or revise the Plan,
except that no such action may be taken which would prevent Options issued under
the Plan from being incentive stock options within the meaning of the Code or
jeopardizing the Plan's eligibility under Rule 16b-3. Furthermore, without
shareholder approval, no amendment shall increase the maximum number of shares
which may be subject to the Plan (except in accordance with the provision of
Paragraph 9 hereof). The Board may not, without the consent holder of an Option,
alter or impair any Option previously granted under the Plan.

18. Option Holder Not a Stockholder.

      An Option holder shall not be deemed to be the holder of, or to have any
of the rights of a stockholder with respect to, any Common Stock subject to such
Option unless and until the Option shall have been exercised pursuant to the
terms thereof, the Company shall have issued and delivered Common Stock to the
Option holder, and the holder's name shall have been entered as a 


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stockholder of record on the books of the Company. Thereupon, the holder shall
have full voting, dividend and other ownership rights with respect to such
Common Stock.


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