ZETA CORPORATION
                              INCENTIVE STOCK PLAN

     1.  Objectives.  The Zeta  Corporation  2001--  Incentive  Stock  Plan (the
"Plan") is designed to retain directors,  executives and selected  employees and
consultants and reward them for making major contributions to the success of the
Company.  These objectives are accomplished by making long-term incentive awards
under the Plan thereby providing Participants with a proprietary interest in the
growth and performance of the Company. 2. Definitions.

     (a)  "Board" - The Board of Directors  of the  Company.

     (b)  "Florida  Securities  Rules"  Chapter,  of  Article  of  Title  of the
          corporate securities rules of the state of Florida.

     (c)  "Code" - The Internal  Revenue  Code of 1986,  as amended from time to
          time.


     (d)  "Committee"  - The Executive  Compensation  Committee of the Company's
          Board,  or such other committee of the Board that is designated by the
          Board to administer the Plan, composed of not less than two members of
          the Board all of whom are  disinterested  persons,  as contemplated by
          Rule 16b-3 ("Rule 16b-3")  promulgated  under the Securities  Exchange
          Act of 1934, as amended (the "Exchange Act").

     (e)  "Company"  -  Zeta   Corporation   and  its   subsidiaries   including
          subsidiaries of subsidiaries.


     (f)  "Exchange Act" - The Securities  Exchange Act of 1934, as amended from
          time to time.

     (g)  "Fair Market  Value" - The fair market value of the  Company's  issued
          and  outstanding  Stock as  determined  in good  faith by the Board or
          Committee.

     (h)  "Grant" - The grant of any form of stock option, stock award, or stock
          purchase offer,  whether granted singly,  in combination or in tandem,
          to a Participant pursuant to such terms, conditions and limitations as
          the Committee may establish in order to fulfill the  objectives of the
          Plan.

     (i)  "Grant Agreement" - An agreement between the Company and a Participant
          that sets forth the terms,  conditions and limitations applicable to a
          Grant.

     (j)  "Option"  - Either an  Incentive  Stock  Option,  in  accordance  with
          Section  422 of  Code,  or a  Nonstatutory  Option,  to  purchase  the
          Company's Stock that may be awarded to a Participant under the Plan. A
          Participant who receives an award of an Option shall be referred to as
          an "Optionee."

     (k)  "Participant"  - A director,  officer,  employee or  consultant of the
          Company to whom an Award has been made under the Plan.

     (l)  "Restricted Stock Purchase Offer" - A Grant of the right to purchase a
          specified  number of shares of Stock  pursuant to a written  agreement
          issued under the Plan.

     (m)  "Securities Act" - The Securities Act of 1933, as amended from time to
          time.

     (n)  "Stock" - Authorized and issued or unissued  shares of common stock of
          the Company.

     (o)  "Stock Award" - A Grant made under the Plan in stock or denominated in
          units of stock for  which  the  Participant  is not  obligated  to pay
          additional consideration.

     3.  Administration.  The Plan shall be administered by the Board,  provided
however,  that the Board may  delegate  such  administration  to the  Committee.
Subject to the provisions of the Plan, the Board and/or the Committee shall have
authority to (a) grant, in its discretion, Incentive Stock Options in accordance
with  Section  422 of  the  Code,  or  Nonstatutory  Options,  Stock  Awards  or
Restricted  Stock Purchase  Offers;  (b) determine in good faith the fair market
value of the Stock covered by any Grant;  (c) determine  which eligible  persons
shall  receive  Grants  and  the  number  of  shares,  restrictions,  terms  and
conditions  to be included in such Grants;  (d) construe and interpret the Plan;
(e)  promulgate,  amend  and  rescind  rules  and  regulations  relating  to its
administration,  and correct defects,  omissions and inconsistencies in the Plan
or any  Grant;  (f)  consistent  with  the Plan  and  with  the  consent  of the
Participant,  as appropriate,  amend any outstanding Grant or amend the exercise
date or dates  thereof;  (g)  determine  the  duration  and purpose of leaves of
absence which may be granted to Participants without constituting termination of
their  employment  for the  purpose of the Plan or any  Grant;  and (h) make all
other determinations  necessary or advisable for the Plan's administration.  The
interpretation  and  construction  by the Board of any provisions of the Plan or
selection of Participants  shall be conclusive and final. No member of the Board
or the Committee  shall be liable for any action or  determination  made in good
faith with respect to the Plan or any Grant made thereunder.



     4. Eligibility.

     (a)  ______  General:  The persons who shall be eligible to receive  Grants
          shall be directors, officers, employees or consultants to the Company.
          The term consultant shall mean any person, other than an employee, who
          is engaged by the Company to render  services and is  compensated  for
          such services. An Optionee may hold more than one Option. Any issuance
          of a Grant to an officer or director of the Company  subsequent to the
          first  registration  of any of the securities of the Company under the
          Exchange Act shall  comply with the  requirements  of Rule 16b-3.

     (b)  Incentive Stock Options: Incentive Stock Options may only be issued to
          employees of the  ------------------------  Company.  Incentive  Stock
          Options  may be granted to officers or  directors,  provided  they are
          also  employees of the Company.  Payment of a director's fee shall not
          be  sufficient to  constitute  employment by the Company.  The Company
          shall  not  grant an  Incentive  Stock  Option  under  the Plan to any
          employee if such Grant would result in such employee holding the right
          to exercise  for the first time in any one  calendar  year,  under all
          Incentive  Stock  Options  granted  under the Plan or any  other  plan
          maintained  by the Company,  with respect to shares of Stock having an
          aggregate  fair market value,  determined as of the date of the Option
          is granted,  in excess of $100,000.  Should it be  determined  that an
          Incentive Stock Option granted under the Plan exceeds such maximum for
          any  reason  other  than a  failure  in good  faith to value the Stock
          subject to such  option,  the excess  portion of such option  shall be
          considered a Nonstatutory Option. To the extent the employee holds two
          (2) or more such Options which become  exercisable  for the first time
          in  the  same  calendar   year,   the  foregoing   limitation  on  the
          exercisability  of such Option as Incentive  Stock  Options  under the
          Federal  tax laws  shall be applied on the basis of the order in which
          such Options are granted.  If, for any reason,  an entire  Option does
          not qualify as an Incentive  Stock Option by reason of exceeding  such
          maximum, such Option shall be considered a Nonstatutory Option.

     (c)  Nonstatutory  Option:  The  provisions of the  foregoing  Section 4(b)
          shall not apply to any Option designated as a "Nonstatutory Option" or
          which sets forth the  intention  of the  parties  that the Option be a
          Nonstatutory  Option.

     (d)  Stock Awards and Restricted Stock Purchase  Offers:  The provisions of
          this Section 4 shall not apply to any Stock Award or Restricted  Stock
          Purchase Offer under the Plan.

     5. Stock.

     (a)  Authorized  Stock:  Stock subject to Grants may be either  unissued or
          reacquired Stock.

     (b)  Number of Shares: Subject to adjustment as provided in Section 6(i) of
          the Plan,  the total  number of shares of Stock which may be purchased
          or granted  directly  by Options,  Stock  Awards or  Restricted  Stock
          Purchase Offers, or purchased  indirectly  through exercise of Options
          granted under the Plan shall not exceed 10,000,000. If any Grant shall
          for any reason terminate or expire,  any shares allocated  thereto but
          remaining  unpurchased upon such expiration or termination shall again
          be available for Grants with respect  thereto under the Plan as though
          no Grant had  previously  occurred  with respect to such  shares.  Any
          shares of Stock issued pursuant to a Grant and repurchased pursuant to
          the terms  thereof  shall be available for future Grants as though not
          previously  covered by a Grant.

     (c)  Reservation of Shares: The Company shall reserve and keep available at
          all times  during the term of the Plan such  number of shares as shall
          be  sufficient  to satisfy the  requirements  of the Plan.  If,  after
          reasonable  efforts,  which efforts shall not include the registration
          of the Plan or Grants under the Securities  Act, the Company is unable
          to  obtain  authority  from  any  applicable  regulatory  body,  which
          authorization is deemed necessary by legal counsel for the Company for
          the lawful issuance of shares hereunder, the Company shall be relieved
          of any  liability  with  respect to its  failure to issue and sell the
          shares  for which such  requisite  authority  was so deemed  necessary
          unless and until such authority is obtained.

     (d)  Application  of Funds The  proceeds  received by the Company  from the
          sale of Stock  pursuant  to the  exercise  of Options or rights  under
          Stock Purchase Agreements will be used for general corporate purposes.

     (e)  No  Obligation  to Exercise  The  issuance of a Grant shall  impose no
          obligation  upon the  Participant  to exercise  any rights  under such
          Grant.

     6. Terms and  Conditions of Options.  Options  granted  hereunder  shall be
evidenced by agreements  between the Company and the  respective  Optionees,  in
such  form and  substance  as the  Board or  Committee  shall  from time to time
approve. The form of Incentive Stock Option Agreement attached hereto as Exhibit
"A" and the three forms of a Nonstatutory  Stock Option Agreement for employees,
for directors and for consultants,  attached hereto as Exhibits "B-1," "B-2" and
"B-3,"  respectively,  shall be  deemed  to be  approved  by the  Board.  Option
agreements  need not be identical,  and in each case may include such provisions
as the  Board or  Committee  may  determine,  but all such  agreements  shall be
subject to and limited by the following terms and conditions:



     (a)  Number of  Shares:  Each  Option  shall  state the number of shares to
          which it pertains.

     (b)  Exercise  Price:  Each Option  shall state the exercise  price,  which
          shall be  determined  as follows:

          (i)  Any  Incentive  Stock Option  granted to a person who at the time
               the  Option is  granted  owns (or is deemed  to own  pursuant  to
               Section  424(d)  of the  Code)  stock  possessing  more  than ten
               percent (10%) of the total combined  voting power or value of all
               classes of stock of the Company ("Ten Percent Holder") shall have
               an exercise  price of no less than 110% of the Fair Market  Value
               of the Stock as of the date of grant;  and

          (ii) Incentive  Stock Options  granted to a person who at the time the
               Option is  granted  is not a Ten  Percent  Holder  shall  have an
               exercise  price of no less than 100% of the Fair Market  Value of
               the  Stock  as of the date of  grant.  For the  purposes  of this
               Section 6(b), the Fair Market Value shall be as determined by the
               Board in good faith, which  determination shall be conclusive and
               binding;  provided however,  that if there is a public market for
               such Stock,  the Fair Market Value per share shall be the average
               of the bid and asked  prices (or the closing  price if such stock
               is listed on the NASDAQ National Market System or Small Cap Issue
               Market)  on the date of grant of the  Option,  or if  listed on a
               stock  exchange,  the closing price on such exchange on such date
               of grant.

     (c)  Medium  and  Time  of  Payment:   The  exercise   price  shall  become
          immediately  due upon exercise of the Option and shall be paid in cash
          or check made payable to the Company. Should the Company's outstanding
          Stock be  registered  under  Section  12(g) of the Exchange Act at the
          time the Option is exercised, then the exercise price may also be paid
          as  follows:

          (i)  in shares of Stock held by the Optionee for the requisite  period
               necessary  to  avoid  a  charge  to the  Company's  earnings  for
               financial  reporting  purposes and valued at Fair Market Value on
               the exercise date, or

          (ii) through a special sale and remittance procedure pursuant to which
               the  Optionee  shall  concurrently  provide  irrevocable  written
               instructions (a) to a Company designated brokerage firm to effect
               the  immediate  sale of the  purchased  shares  and  remit to the
               Company,  out of the sale  proceeds  available on the  settlement
               date,  sufficient  funds to cover the  aggregate  exercise  price
               payable for the  purchased  shares plus all  applicable  Federal,
               state  and local  income  and  employment  taxes  required  to be
               withheld by the Company by reason of such purchase and (b) to the
               Company to deliver  the  certificates  for the  purchased  shares
               directly to such  brokerage  firm in order to  complete  the sale
               transaction.  At the discretion of the Board,  exercisable either
               at the time of Option grant or of Option  exercise,  the exercise
               price may also be paid (i) by Optionee's delivery of a promissory
               note  in form  and  substance  satisfactory  to the  Company  and
               permissible  under the  securities  rules of the State of Florida
               and  bearing  interest at a rate  determined  by the Board in its
               sole  discretion,  but in no event less than the minimum  rate of
               interest required to avoid the imputation of compensation  income
               to the Optionee under the Federal tax laws, or (ii) in such other
               form of consideration  permitted by the Florida  corporations law
               as may be acceptable to the Board.

     (d)  Term and Exercise of Options: Any Option granted to an employee of the
          Company shall become  exercisable over a period of no longer than five
          (5) years, and no less than twenty percent (20%) of the shares covered
          thereby  shall  become  exercisable   annually.  No  Option  shall  be
          exercisable,  in whole or in part, prior to one (1) year from the date
          it is granted unless the Board shall specifically determine otherwise,
          as provided herein.  In no event shall any Option be exercisable after
          the  expiration of ten (10) years from the date it is granted,  and no
          Incentive  Stock Option granted to a Ten Percent Holder shall,  by its
          terms, be exercisable  after the expiration of five (5) years from the
          date of the Option.  Unless  otherwise  specified  by the Board or the
          Committee in the resolution authorizing such Option, the date of grant
          of an Option  shall be  deemed to be the date upon  which the Board or
          the  Committee  authorizes  the granting of such  Option.  Each Option
          shall be exercisable to the nearest whole share,  in  installments  or
          otherwise, as the respective Option agreements may provide. During the
          lifetime of an Optionee,  the Option shall be exercisable  only by the
          Optionee and shall not be assignable or  transferable by the Optionee,
          and no other person shall  acquire any rights  therein.  To the extent
          not exercised,  installments (if more than one) shall accumulate,  but
          shall be exercisable,  in whole or in part, only during the period for
          exercise  as  stated in the  Option  agreement,  whether  or not other
          installments are then exercisable.



     (e)  Termination  of  Status  as  Employee,   Consultant  or  Director:  If
          Optionee's  status as an employee shall terminate for any reason other
          than Optionee's disability or death, then Optionee (or if the Optionee
          shall die after such  termination,  but prior to exercise,  Optionee's
          personal  representative  or the  person  entitled  to  succeed to the
          Option)  shall  have the  right to  exercise  the  portions  of any of
          Optionee's  Incentive  Stock Options which were  exercisable as of the
          date of such  termination,  in whole or in part, not less than 30 days
          nor more than three (3)  months  after such  termination  (or,  in the
          event of "termination for cause" as that term is defined in Section of
          the Florida Labor Code and case law related  thereto,  or by the terms
          of the Plan or the Option  Agreement or an employment  agreement,  the
          Option  shall  automatically   terminate  as  of  the  termination  of
          employment  as to all shares  covered by the Option).  With respect to
          Nonstatutory  Options granted to employees,  directors or consultants,
          the Board may specify such period for exercise,  not less than 30 days
          (except  that in the case of  "termination  for cause" or removal of a
          director,   the  Option  shall  automatically   terminate  as  of  the
          termination  of  employment  or services  as to shares  covered by the
          Option,  following  termination of employment or services as the Board
          deems  reasonable  and  appropriate.  The Option may be exercised only
          with respect to installments that the Optionee could have exercised at
          the date of termination of employment or services.  Nothing  contained
          herein or in any Option granted  pursuant hereto shall be construed to
          affect or restrict  in any way the right of the  Company to  terminate
          the employment or services of an Optionee with or without  cause.

     (f)  Disability of Optionee: If an Optionee is disabled (within the meaning
          of Section 22(e)(3) of the Code) at the time of termination, the three
          (3) month  period  set forth in  Section  6(e)  shall be a period,  as
          determined by the Board and set forth in the Option,  of not less than
          six months nor more than one year after such  termination.

     (g)  Death of Optionee: If an Optionee dies while employed by, engaged as a
          consultant to, or serving as a Director of the Company, the portion of
          such Optionee's  Option which was exercisable at the date of death may
          be exercised, in whole or in part, by the estate of the decedent or by
          a person  succeeding  to the right to exercise such Option at any time
          within (i) a period,  as  determined by the Board and set forth in the
          Option,  of not less  than six (6)  months  nor more than one (1) year
          after Optionee's death, which period shall not be more, in the case of
          a  Nonstatutory   Option,  than  the  period  for  exercise  following
          termination  of employment  or services,  or (ii) during the remaining
          term of the  Option,  whichever  is the  lesser.  The Option may be so
          exercised only with respect to installments exercisable at the time of
          Optionee's  death and not  previously  exercised by the Optionee.

     (h)  Nontransferability  of Option:  No Option shall be transferable by the
          Optionee,  except by will or by the laws of descent and  distribution.

          (i)  Recapitalization: Subject to any required action of shareholders,
               the number of shares of Stock covered by each outstanding Option,
               and the exercise  price per share  thereof set forth in each such
               Option,  shall be  proportionately  adjusted  for any increase or
               decrease  in the number of issued  shares of Stock of the Company
               resulting  from  a  stock  split,  stock  dividend,  combination,
               subdivision or  reclassification  of shares,  or the payment of a
               stock  dividend,  or any other increase or decrease in the number
               of such shares affected  without receipt of  consideration by the
               Company;  provided,  however,  the conversion of any  convertible
               securities  of the  Company  shall  not be  deemed  to have  been
               "effected without receipt of  consideration"  by the Company.  In
               the  event  of a  proposed  dissolution  or  liquidation  of  the
               Company,  a merger or  consolidation  in which the Company is not
               the surviving  entity,  or a sale of all or substantially  all of
               the  assets or  capital  stock of the  Company  (collectively,  a
               "Reorganization"),  unless otherwise  provided by the Board, this
               Option  shall  terminate  immediately  prior  to such  date as is
               determined  by the  Board,  which date shall be no later than the
               consummation of such Reorganization. In such event, if the entity
               which shall be the  surviving  entity does not tender to Optionee
               an offer,  for which it has no obligation to do so, to substitute
               for any  unexercised  Option a stock  option or capital  stock of
               such surviving of such surviving entity, as applicable,  which on
               an equitable basis shall provide the Optionee with  substantially
               the same economic  benefit as such unexercised  Option,  then the
               Board  may  grant to such  Optionee,  in its  sole  and  absolute
               discretion  and  without  obligation,  the  right  for  a  period
               commencing thirty (30) days prior to and ending immediately prior
               to  the  date   determined  by  the  Board  pursuant  hereto  for
               termination  of the  Option or during the  remaining  term of the
               Option, whichever is the lesser, to exercise any unexpired Option
               or  Options  without  regard  to the  installment  provisions  of
               Paragraph 6(d) of the Plan; provided, that any such right granted
               shall be  granted  to all  Optionees  not  receiving  an offer to
               receive  substitute  options on a consistent  basis, and provided
               further,   that  any  such  exercise  shall  be  subject  to  the
               consummation  of such  Reorganization.  Subject  to any  required
               action of  shareholders,  if the Company  shall be the  surviving
               entity in any merger or  consolidation,  each outstanding  Option
               thereafter  shall pertain to and apply to the securities to which
               a holder of shares of Stock  equal to the  shares  subject to the
               Option  would  have been  entitled  by  reason of such  merger or
               consolidation.  In the  event  of a  change  in the  Stock of the
               Company as presently constituted, which is limited to a change of
               all of its  authorized  shares  without  par value  into the same
               number of shares with a par value,  the shares resulting from any
               such change shall be deemed to be the Stock within the meaning of
               the Plan. To the extent that the foregoing  adjustments relate to
               stock or securities  of the Company,  such  adjustments  shall be
               made by the Board,  whose  determination in that respect shall be
               final,  binding and conclusive.  Except as expressly  provided in
               this Section 6(i), the Optionee shall have no rights by reason of
               any subdivision or  consolidation of shares of stock of any class
               or the  payment of any stock  dividend  or any other  increase or
               decrease  in the number of shares of stock of any class,  and the
               number or price of shares of Stock  subject to any  Option  shall
               not be affected by, and no adjustment shall be made by reason of,
               any dissolution,  liquidation,  merger,  consolidation or sale of
               assets or capital stock, or any issue by the Company of shares of
               stock of any class or securities convertible into shares of stock
               of any class.  The Grant of an Option  pursuant to the Plan shall
               not  affect in any way the right or power of the  Company to make
               any adjustments, reclassifications, reorganizations or changes in
               its  capital  or  business  structure  or to merge,  consolidate,
               dissolve,  or liquidate or to sell or transfer all or any part of
               its business or assets.



     (j)  Rights  as a  Shareholder:  An  Optionee  shall  have no  rights  as a
          shareholder  with respect to any shares covered by an Option until the
          effective  date of the  issuance of the shares  following  exercise of
          such Option by Optionee.  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 6(i) hereof.

     (k)  Modification, Acceleration, Extension, and Renewal of Options: Subject
          to the terms and  conditions  and within the  limitations of the Plan,
          the Board may modify an  Option,  or,  once an Option is  exercisable,
          accelerate  the rate at which it may be  exercised,  and may extend or
          renew  outstanding  Options  granted  under  the  Plan or  accept  the
          surrender  of  outstanding  Options  (to the  extent  not  theretofore
          exercised)  and authorize the granting of new Options in  substitution
          for such Options,  provided such action is  permissible  under Section
          422 of the Code and the Florida securities rules.  Notwithstanding the
          provisions of this Section 6(k), however, no modification of an Option
          shall,  without the consent of the Optionee,  alter to the  Optionee's
          detriment  or impair  any  rights  or  obligations  under  any  Option
          theretofore granted under the Plan.

     (l)  Exercise  Before  Exercise Date: At the  discretion of the Board,  the
          Option may, but need not, include a provision whereby the Optionee may
          elect to exercise all or any portion of the Option prior to the stated
          exercise date of the Option or any installment  thereof. Any shares so
          purchased  prior to the  stated  exercise  date  shall be  subject  to
          repurchase by the Company upon termination of Optionee's employment as
          contemplated  by Section 6(n) hereof prior to the exercise date stated
          in the Option and such other  restrictions and conditions as the Board
          or Committee  may deem  advisable.

     (m)  Other  Provisions:  The Option  agreements  authorized  under the Plan
          shall contain such other provisions,  including,  without  limitation,
          restrictions  upon the  exercise of the  Options,  as the Board or the
          Committee shall deem advisable. Shares shall not be issued pursuant to
          the  exercise  of an Option,  if the  exercise  of such  Option or the
          issuance of shares  thereunder would violate,  in the opinion of legal
          counsel for the Company,  the  provisions of any applicable law or the
          rules or regulations of any applicable  governmental or administrative
          agency or body,  such as the Code,  the  Securities  Act, the Exchange
          Act, the Florida  securities rules,  Florida  corporation law, and the
          rules  promulgated under the foregoing or the rules and regulations of
          any exchange upon which the shares of the Company are listed.  Without
          limiting the generality of the foregoing,  the exercise of each Option
          shall be  subject  to the  condition  that if at any time the  Company
          shall determine that (i) the  satisfaction of withholding tax or other
          similar   liabilities,   or  (ii)   the   listing,   registration   or
          qualification  of  any  shares  covered  by  such  exercise  upon  any
          securities  exchange  or under any state or federal  law, or (iii) the
          consent or approval of any regulatory  body, or (iv) the perfection of
          any  exemption  from  any  such  withholding,  listing,  registration,
          qualification,  consent or  approval  is  necessary  or  desirable  in
          connection  with such  exercise or the issuance of shares  thereunder,
          then in any such event,  such exercise  shall not be effective  unless
          such  withholding,  listing  registration,   qualification,   consent,
          approval or exemption shall have been effected,  obtained or perfected
          free of any  conditions  not  acceptable  to the  Company.

     (n)  Repurchase Agreement:  The Board may, in its discretion,  require as a
          condition  to the  Grant  of an  Option  hereunder,  that an  Optionee
          execute  an  agreement  with  the  Company,   in  form  and  substance
          satisfactory to the Board in its discretion ("Repurchase  Agreement"),
          (i)  restricting  the Optionee's  right to transfer  shares  purchased
          under such Option without first offering such shares to the Company or
          another  shareholder of the Company upon the same terms and conditions
          as provided  therein;  and (ii)  providing  that upon  termination  of
          Optionee's  employment with the Company,  for any reason,  the Company
          (or another  shareholder of the Company, as provided in the Repurchase
          Agreement)  shall have the right at its  discretion (or the discretion
          of such other  shareholders) to purchase and/or redeem all such shares
          owned  by  the  Optionee  on the  date  of  termination  of his or her
          employment at a price equal to (A) the fair value of such shares as of
          such date of termination,  or (B) if such  repurchase  right lapses at
          20% of the number of shares per year,  the original  purchase price of
          such shares,  and upon terms of payment  permissible under the Florida
          securities rules; provided that in the case of Options or Stock Awards
          granted to  officers,  directors,  consultants  or  affiliates  of the
          Company,  such  repurchase  provisions may be subject to additional or
          greater restrictions as determined by the Board or Committee.

     7. Stock Awards and Restricted Stock Purchase Offers.



     (a)  Types of Grants.

          (i)  Stock Award. All or part of any Stock Award under the Plan may be
               subject to conditions  established by the Board or the Committee,
               and set forth in the Stock Award  Agreement,  which may  include,
               but are not  limited to,  continuous  service  with the  Company,
               achievement  of  specific  business   objectives,   increases  in
               specified  indices,  attaining  growth rates and other comparable
               measurements of Company performance.  Such Awards may be based on
               Fair Market Value or other specified valuation.  All Stock Awards
               will be made pursuant to the execution of a Stock Award Agreement
               substantially  in the form  attached  hereto as Exhibit "C".

          (ii) Restricted  Stock Purchase  Offer. A Grant of a Restricted  Stock
               Purchase  Offer  under  the  Plan  shall be  subject  to such (i)
               vesting  contingencies  related  to the  Participant's  continued
               association  with the Company for a specified time and (ii) other
               specified  conditions as the Board or Committee shall  determine,
               in their sole  discretion,  consistent with the provisions of the
               Plan. All Restricted Stock Purchase Offers shall be made pursuant
               to a Restricted  Stock Purchase Offer  substantially  in the form
               attached  hereto  as  Exhibit  "D".

     (b)  Conditions and  Restrictions.  Shares of Stock which  Participants may
          receive as a Stock Award under a Stock Award  Agreement or  Restricted
          Stock  Purchase  Offer under a  Restricted  Stock  Purchase  Offer may
          include such  restrictions  as the Board or Committee,  as applicable,
          shall  determine,   including  restrictions  on  transfer,  repurchase
          rights,  right of  first  refusal,  and  forfeiture  provisions.  When
          transfer of Stock is so restricted or subject to forfeiture provisions
          it is  referred  to as  "Restricted  Stock".  Further,  with  Board or
          Committee  approval,  Stock Awards or Restricted Stock Purchase Offers
          may be deferred,  either in the form of  installments or a future lump
          sum   distribution.   The  Board  or  Committee  may  permit  selected
          Participants  to elect  to defer  distributions  of  Stock  Awards  or
          Restricted   Stock  Purchase  Offers  in  accordance  with  procedures
          established  by the Board or Committee  to assure that such  deferrals
          comply with  applicable  requirements  of the Code  including,  at the
          choice of Participants,  the capability to make further  deferrals for
          distribution  after  retirement.  Any deferred  distribution,  whether
          elected by the Participant or specified by the Stock Award  Agreement,
          Restricted  Stock  Purchase  Offers or by the Board or Committee,  may
          require the payment be forfeited in accordance  with the provisions of
          Section 7(c).  Dividends or dividend equivalent rights may be extended
          to and made  part of any  Stock  Award or  Restricted  Stock  Purchase
          Offers denominated in Stock or units of Stock,  subject to such terms,
          conditions and  restrictions  as the Board or Committee may establish.

     (c)  Cancellation  and  Rescission  of  Grants.   Unless  the  Stock  Award
          Agreement or Restricted Stock Purchase Offer specifies otherwise,  the
          Board or Committee, as applicable,  may cancel any unexpired,  unpaid,
          or deferred Grants at any time if the Participant is not in compliance
          with all other  applicable  provisions of the Stock Award Agreement or
          Restricted  Stock  Purchase  Offer,  the Plan  and with the  following
          conditions:

          (i)  A Participant  shall not render services for any  organization or
               engage  directly or  indirectly  in any  business  which,  in the
               judgment of the chief  executive  officer of the Company or other
               senior  officer  designated  by the  Board  or  Committee,  is or
               becomes  competitive with the Company,  or which  organization or
               business,  or the rendering of services to such  organization  or
               business,  is or becomes otherwise  prejudicial to or in conflict
               with  the  interests  of  the  Company.  For  Participants  whose
               employment has  terminated,  the judgment of the chief  executive
               officer  shall  be  based  on  the  Participant's   position  and
               responsibilities while employed by the Company, the Participant's
               post-employment  responsibilities  and  position  with the  other
               organization  or  business,  the  extent  of  past,  current  and
               potential  competition  or  conflict  between the Company and the
               other  organization  or  business,  the  effect on the  Company's
               customers,    suppliers   and    competitors   and   such   other
               considerations  as are deemed relevant given the applicable facts
               and  circumstances.  A Participant who has retired shall be free,
               however,  to purchase as an  investment  or  otherwise,  stock or
               other securities of such organization or business so long as they
               are  listed  upon a  recognized  securities  exchange  or  traded
               over-the-counter,  and  such  investment  does  not  represent  a
               substantial  investment to the  Participant  or a greater than 10
               percent equity interest in the  organization or business.

          (ii) A Participant shall not, without prior written authorization from
               the Company,  disclose to anyone  outside the Company,  or use in
               other than the Company's business,  any confidential  information
               or material, as defined in the Company's Proprietary  Information
               and   Invention   Agreement   or  similar   agreement   regarding
               confidential  information and intellectual property,  relating to
               the business of the Company,  acquired by the Participant  either
               during or after employment with the Company.

          (iii)A Participant,  pursuant to the Company's Proprietary Information
               and Invention  Agreement,  shall disclose  promptly and assign to
               the Company all right,  title and  interest in any  invention  or
               idea,  patentable  or not,  made or conceived by the  Participant
               during  employment by the Company,  relating in any manner to the
               actual or anticipated  business,  research or development work of
               the Company and shall do anything reasonably  necessary to enable
               the Company to secure a patent  where  appropriate  in the United
               States and in foreign countries.



          (iv) Upon  exercise,  payment or  delivery  pursuant  to a Grant,  the
               Participant  shall certify on a form  acceptable to the Committee
               that he or she is in compliance  with the terms and conditions of
               the Plan.  Failure to comply with all of the  provisions  of this
               Section  7(c)  prior to,  or during  the six  months  after,  any
               exercise,  payment or  delivery  pursuant  to a Grant shall cause
               such exercise,  payment or delivery to be rescinded.  The Company
               shall notify the  Participant  in writing of any such  rescission
               within two years after such exercise, payment or delivery. Within
               ten days after  receiving  such a notice  from the  Company,  the
               Participant  shall  pay to the  Company  the  amount  of any gain
               realized  or  payment  received  as a  result  of  the  rescinded
               exercise,  payment or delivery  pursuant to a Grant. Such payment
               shall be made either in cash or by  returning  to the Company the
               number  of  shares  of Stock  that the  Participant  received  in
               connection with the rescinded exercise,  payment or delivery.

     (d)  Nonassignability.

          (i)  Except  pursuant to Section  7(e)(iii) and except as set forth in
               Section  7(d)(ii),  no Grant or any other  benefit under the Plan
               shall be assignable or transferable, or payable to or exercisable
               by,  anyone  other than the  Participant  to whom it was granted.


          (ii) Where a  Participant  terminates  employment  and retains a Grant
               pursuant to Section 7(e)(ii) in order to assume a position with a
               governmental, charitable or educational institution, the Board or
               Committee,  in its discretion and to the extent permitted by law,
               may  authorize  a third party  (including  but not limited to the
               trustee  of  a  "blind"  trust),  acceptable  to  the  applicable
               governmental or  institutional  authorities,  the Participant and
               the Board or Committee,  to act on behalf of the Participant with
               regard to such Awards.

          (e)  Termination  of  Employment.  If the employment or service to the
               Company of a Participant  terminates,  other than pursuant to any
               of  the  following   provisions  under  this  Section  7(e),  all
               unexercised, deferred and unpaid Stock Awards or Restricted Stock
               Purchase Offers shall be cancelled immediately,  unless the Stock
               Award  Agreement or  Restricted  Stock  Purchase  Offer  provides
               otherwise:

               (i)  Retirement   Under  a  Company   Retirement   Plan.  When  a
                    Participant's   employment   terminates   as  a  result   of
                    retirement  in  accordance  with  the  terms  of  a  Company
                    retirement  plan,  the Board or  Committee  may permit Stock
                    Awards or Restricted  Stock  Purchase  Offers to continue in
                    effect beyond the date of retirement in accordance  with the
                    applicable  Grant  Agreement  and  the   exercisability  and
                    vesting of any such Grants may be  accelerated.

               (ii) Rights  in  the  Best  Interests  of  the  Company.  When  a
                    Participant resigns from the Company and, in the judgment of
                    the Board or Committee, the acceleration and/or continuation
                    of  outstanding  Stock Awards or Restricted  Stock  Purchase
                    Offers would be in the best  interests  of the Company,  the
                    Board or Committee may (i) authorize, where appropriate, the
                    acceleration  and/or  continuation  of all or  any  part  of
                    Grants issued prior to such  termination and (ii) permit the
                    exercise, vesting and payment of such Grants for such period
                    as may be set  forth  in  the  applicable  Grant  Agreement,
                    subject to earlier cancellation pursuant to Section 10 or at
                    such  time  as  the  Board  or  Committee   shall  deem  the
                    continuation of all or any part of the Participant's  Grants
                    are not in the  Company's  best  interest.

               (iii) Death or Disability of a Participant.


                    (1)  In   the   event   of  a   Participant's   death,   the
                         Participant's  estate  or  beneficiaries  shall  have a
                         period up to the expiration date specified in the Grant
                         Agreement  within  which to  receive  or  exercise  any
                         outstanding  Grant held by the  Participant  under such
                         terms  as may be  specified  in  the  applicable  Grant
                         Agreement.  Rights to any such outstanding Grants shall
                         pass by will or the laws of descent and distribution in
                         the following order: (a) to beneficiaries so designated
                         by the  Participant;  if  none,  then  (b)  to a  legal
                         representative of the Participant; if none, then (c) to
                         the persons  entitled  thereto as determined by a court
                         of competent  jurisdiction.  Grants so passing shall be
                         made  at  such  times  and  in  such  manner  as if the
                         Participant  were  living.

                    (2)  In the  event a  Participant  is deemed by the Board or
                         Committee  to be  unable  to  perform  his or her usual
                         duties  by  reason  of  mental   disorder   or  medical
                         condition  which does not result from facts which would
                         be grounds for termination for cause, Grants and rights
                         to any such Grants may be paid to or  exercised  by the
                         Participant,  if legally  competent,  or a committee or
                         other legally designated  guardian or representative if
                         the  Participant  is legally  incompetent  by virtue of
                         such   disability.

                    (3)  After the death or  disability  of a  Participant,  the
                         Board or Committee  may in its sole  discretion  at any
                         time (1) terminate  restrictions  in Grant  Agreements;
                         (2) accelerate any or all installments and rights;  and
                         (3)  instruct  the  Company  to pay  the  total  of any
                         accelerated  payments in a lump sum to the Participant,
                         the    Participant's    estate,     beneficiaries    or
                         representative -- notwithstanding  that, in the absence
                         of such  termination of restrictions or acceleration of
                         payments,  any or all of the  payments  due  under  the
                         Grant might  ultimately  have  become  payable to other
                         beneficiaries.



                    (4)  In the event of uncertainty as to  interpretation of or
                         controversies    concerning   this   Section   7,   the
                         determinations   of  the   Board   or   Committee,   as
                         applicable,   shall  be  binding  and  conclusive.

     8. Investment  Intent.  All Grants under the Plan are intended to be exempt
from  registration  under the  Securities  Act provided by Rule 701  thereunder.
Unless and until the granting of Options or sale and  issuance of Stock  subject
to the Plan are registered  under the Securities Act or shall be exempt pursuant
to the rules  promulgated  thereunder,  each Grant under the Plan shall  provide
that the  purchases  or other  acquisitions  of  Stock  thereunder  shall be for
investment  purposes and not with a view to, or for resale in  connection  with,
any  distribution  thereof.  Further,  unless the issuance and sale of the Stock
have been registered  under the Securities Act, each Grant shall provide that no
shares  shall be  purchased  upon the  exercise  of the rights  under such Grant
unless and until (i) all then applicable  requirements of state and federal laws
and regulatory  agencies shall have been fully complied with to the satisfaction
of the Company and its  counsel,  and (ii) if requested to do so by the Company,
the  person  exercising  the  rights  under  the Grant  shall  (i) give  written
assurances  as to knowledge and  experience of such person (or a  representative
employed by such  person) in financial  and business  matters and the ability of
such person (or  representative)  to evaluate the merits and risks of exercising
the Option,  and (ii) execute and deliver to the Company a letter of  investment
intent   and/or  such  other  form  related  to   applicable   exemptions   from
registration,  all in such form and  substance  as the Company may  require.  If
shares are issued upon exercise of any rights under a Grant without registration
under the Securities Act,  subsequent  registration of such shares shall relieve
the purchaser  thereof of any investment  restrictions or  representations  made
upon the exercise of such rights.

     9. Amendment,  Modification,  Suspension or Discontinuance of the Plan. The
Board may,  insofar as permitted by law, from time to time,  with respect to any
shares at the time not subject to outstanding  Grants,  suspend or terminate the
Plan or revise or amend it in any respect  whatsoever,  except that  without the
approval of the shareholders of the Company, no such revision or amendment shall
(i) increase the number of shares  subject to the Plan,  (ii) decrease the price
at which  Grants may be  granted,  (iii)  materially  increase  the  benefits to
Participants,  or (iv) change the class of persons  eligible  to receive  Grants
under the Plan;  provided,  however,  no such  action  shall alter or impair the
rights and obligations  under any Option,  or Stock Award,  or Restricted  Stock
Purchase Offer outstanding as of the date thereof without the written consent of
the Participant  thereunder.  No Grant may be issued while the Plan is suspended
or after it is terminated, but the rights and obligations under any Grant issued
while the Plan is in effect shall not be impaired by suspension  or  termination
of the Plan. In the event of any change in the outstanding  Stock by reason of a
stock  split,  stock  dividend,   combination  or  reclassification  of  shares,
recapitalization,  merger,  or similar  event,  the Board or the  Committee  may
adjust  proportionally  (a) the number of shares of Stock (i) reserved under the
Plan,  (ii) available for Incentive Stock Options and  Nonstatutory  Options and
(iii) covered by outstanding  Stock Awards or Restricted  Stock Purchase Offers;
(b) the Stock prices related to outstanding Grants; and (c) the appropriate Fair
Market Value and other price determinations for such Grants. In the event of any
other change  affecting  the Stock or any  distribution  (other than normal cash
dividends) to holders of Stock,  such  adjustments as may be deemed equitable by
the Board or the Committee,  including  adjustments to avoid fractional  shares,
shall be made to give proper  effect to such event.  In the event of a corporate
merger,   consolidation,   acquisition   of  property   or  stock,   separation,
reorganization or liquidation, the Board or the Committee shall be authorized to
issue or assume stock options,  whether or not in a transaction to which Section
424(a) of the Code  applies,  and other Grants by means of  substitution  of new
Grant  Agreements  for  previously  issued Grants or an assumption of previously
issued Grants.

     10. Tax Withholding.  The Company shall have the right to deduct applicable
taxes from any Grant payment and  withhold,  at the time of delivery or exercise
of Options,  Stock  Awards or  Restricted  Stock  Purchase  Offers or vesting of
shares under such Grants,  an appropriate  number of shares for payment of taxes
required by law or to take such other  action as may be necessary in the opinion
of the Company to satisfy all  obligations  for  withholding  of such taxes.  If
Stock is used to satisfy tax  withholding,  such stock shall be valued  based on
the Fair Market  Value when the tax  withholding  is  required  to be made.

     11.  Availability  of  Information.  During  the  term of the  Plan and any
additional  period  during which a Grant  granted  pursuant to the Plan shall be
exercisable,  the Company shall make  available,  not later than one hundred and
twenty  (120)  days  following  the  close  of each of its  fiscal  years,  such
financial  and other  information  regarding  the  Company as is required by the
bylaws of the Company and  applicable law to be furnished in an annual report to
the shareholders of the Company.

     12.  Notice.  Any  written  notice to the  Company  required  by any of the
provisions of the Plan shall be addressed to the chief  personnel  officer or to
the chief executive  officer of the Company,  and shall become effective when it
is received by the office of the chief personnel  officer or the chief executive
officer.



     13.  Indemnification  of  Board.  In  addition  to  such  other  rights  or
indemnifications  as they may have as directors or otherwise,  and to the extent
allowed by applicable  law, the members of the Board and the Committee  shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees,  actually and  necessarily  incurred in connection with the defense of any
claim, action, suit or proceeding,  or in connection with any appeal thereof, to
which  they or any of them may be a party by  reason  of any  action  taken,  or
failure  to act,  under or in  connection  with the  Plan or any  Grant  granted
thereunder, 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  claim,
action,  suit or  proceeding,  except in any case in  relation  to matters as to
which it shall be adjudged in such claim,  action,  suit or proceeding that such
Board or  Committee  member  is  liable  for  negligence  or  misconduct  in the
performance  of his or her duties;  provided  that within  sixty (60) days after
institution of any such action,  suit or Board  proceeding  the member  involved
shall offer the Company,  in writing,  the opportunity,  at its own expense,  to
handle and defend the same.

     14. Governing Law. The Plan and all  determinations  made and actions taken
pursuant  hereto,  to the  extent  not  otherwise  governed  by the  Code or the
securities laws of the United States,  shall be governed by the law of the State
of Florida and construed  accordingly.

     15. Effective and Termination Dates. The Plan shall become effective on the
date it is  approved  by the  holders of a majority  of the shares of Stock then
outstanding.  The Plan  shall  terminate  ten years  later,  subject  to earlier
termination  by the Board  pursuant to Section 9. The foregoing  2001  Incentive
Stock Plan  (consisting  of 38 pages,  including this page) was duly adopted and
approved  by the  Board of  Directors  on April  19,  2001 and  approved  by the
shareholders of the Corporation ______, 2001.

                                                                 Harmel S. Rayat
                                                                 President & CEO



                                    EXHIBIT A

                                ZETA CORPORATION

                        INCENTIVE STOCK OPTION AGREEMENT

     THIS INCENTIVE  STOCK OPTION  AGREEMENT  ("Agreement")  is made and entered
into as of the date set forth below, by and between Zeta Corporation,  a Florida
corporation  (the  "Company"),  and the employee of the Company named in Section
1(b).  ("Optionee"):  In  consideration  of the covenants  herein set forth, the
parties hereto agree as follows:

     1.   Option Information.

          (a)  Date of Option:

          (b)  Optionee:

          (c)  Number of Shares:

          (d)  Exercise Price:

     2.   Acknowledgements.

          (a)  Optionee is an employee of the Company.

          (b)  The Board of Directors  (the "Board"  which term shall include an
               authorized  committee of the Board of Directors) and shareholders
               of the Company have  heretofore  adopted a 2001  Incentive  Stock
               Plan  (the  "Plan"),  pursuant  to  which  this  Option  is being
               granted.

          (c)  The Board has authorized the granting to Optionee of an incentive
               stock option ("Option") as defined in Section 422 of the Internal
               Revenue Code of 1986, as amended, (the "Code") to purchase shares
               of  common  stock of the  Company  ("Stock")  upon the  terms and
               conditions  hereinafter  stated and pursuant to an exemption from
               registration  under the  Securities  Act of 1933, as amended (the
               "Securities Act") provided by Rule 701 thereunder.

     3.  Shares;  Price.  The Company  hereby  grants to  Optionee  the right to
purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the  "Shares")  for cash (or
other consideration as is authorized under the Plan and acceptable to the Board,
in their  sole and  absolute  discretion)  at the  price  per Share set forth in
Section 1(d) above (the  "Exercise  Price"),  such price being not less than the
fair market value per share of the Shares  covered by this Option as of the date
hereof (unless  Optionee is the owner of Stock possessing ten percent or more of
the total voting  power or value of all  outstanding  Stock of the  Company,  in
which  case the  Exercise  Price  shall be no less than 110% of the fair  market
value of such Stock).



     4. Term of Option;  Continuation  of Employment.  This Option shall expire,
and all rights hereunder to purchase the Shares shall terminate 10 from the date
hereof.  This Option shall earlier  terminate subject to Sections 7 and 8 hereof
upon, and as of the date of, the  termination  of Optionee's  employment if such
termination  occurs prior to the end of such 10 year period.  Nothing  contained
herein shall confer upon  Optionee the right to the  continuation  of his or her
employment  by the  Company  or to  interfere  with the right of the  Company to
terminate  such  employment  or to  increase  or decrease  the  compensation  of
Optionee  from the rate in existence  at the date hereof.

     5. Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof,
this Option shall become exercisable during the term of Optionee's employment in
five equal annual  installments of twenty percent (20%) of the Shares covered by
this Option, the first installment to be exercisable on the first anniversary of
the date of this Option,  with an additional twenty percent (20%) of such Shares
becoming  exercisable on each of the four (4) successive  anniversary dates. The
installments shall be cumulative (i.e., this option may be exercised,  as to any
or all  Shares  covered  by an  installment,  at any  time  or  times  after  an
installment  becomes  exercisable  and until  expiration or  termination of this
option).

     6.  Exercise.  This Option shall be exercised by delivery to the Company of
(a) written notice of exercise  stating the number of Shares being purchased (in
whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other  consideration
as has been approved by the Board of Directors consistent with the Plan) and (c)
a written investment  representation as provided for in Section 13 hereof.  This
Option shall not be assignable or transferable, except by will or by the laws of
descent and  distribution,  and shall be exercisable only by Optionee during his
or her  lifetime,  except as provided  in Section 8 hereof.

     7. Termination of Employment. If Optionee shall cease to be employed by the
Company for any reason, whether voluntarily or involuntarily,  other than by his
or her death, Optionee (or if the Optionee shall die after such termination, but
prior to such exercise date,  Optionee's  personal  representative or the person
entitled to succeed to the Option) shall have the right at any time within three
(3) months  following  such  termination  of employment or the remaining term of
this  Option,  whichever  is the  lesser,  to  exercise in whole or in part this
Option to the extent,  but only to the extent,  that this Option was exercisable
as of the  date  of  termination  of  employment  and had  not  previously  been
exercised;  provided,  however:  (i) if Optionee is permanently disabled (within
the  meaning of Section  22(e)(3) of the Code) at the time of  termination,  the
foregoing three (3) month period shall be extended to six (6) months; or (ii) if
Optionee is terminated  "for cause" as that term is defined under Section ______
of the Florida Labor Code and case law related  thereto,  or by the terms of the
Plan or  this  Option  Agreement  or by any  employment  agreement  between  the
Optionee and the Company,  this Option shall  automatically  terminate as to all
Shares covered by this Option not exercised prior to termination. Unless earlier
terminated,  all rights  under this Option  shall  terminate in any event on the
expiration  date of this  Option as  defined  in  Section 4 hereof.

     8. Death of Optionee.  If the Optionee shall die while in the employ of the
Company, Optionee's personal representative or the person entitled to Optionee's
rights  hereunder  may at any  time  within  six (6)  months  after  the date of
Optionee's death, or during the remaining term of this Option,  whichever is the
lesser,  exercise this Option and purchase Shares to the extent, but only to the
extent,  that  Optionee  could  have  exercised  this  Option  as of the date of
Optionee's  death;  provided,  in any case, that this Option may be so exercised
only to the  extent  that this  Option  has not  previously  been  exercised  by
Optionee.

     9. No Rights as Shareholder. Optionee shall have no rights as a shareholder
with respect to the Shares  covered by any  installment of this Option until the
effective date of issuance of Shares following  exercise of this Option,  and no
adjustment  will be made for dividends or other rights for which the record date
is prior to the date such stock certificate or certificates are issued except as
provided in Section 10 hereof.

     10. Recapitalization. Subject to any required action by the shareholders of
the Company, the number of Shares covered by this Option, and the Exercise Price
thereof,  shall be proportionately  adjusted for any increase or decrease in the
number of issued shares  resulting from a subdivision or consolidation of shares
or the  payment of a stock  dividend,  or any other  increase or decrease in the
number of such shares effected  without receipt of consideration by the Company;
provided  however  that the  conversion  of any  convertible  securities  of the
Company  shall  not  be  deemed  having  been  "effected   without   receipt  of
consideration  by the  Company".  In the  event  of a  proposed  dissolution  or
liquidation of the Company,  a merger or  consolidation  in which the Company is
not the surviving entity, or a sale of all or substantially all of the assets or
capital  stock  of  the  Company  (collectively,  a  "Reorganization"),   unless
otherwise  provided by the Board, this Option shall terminate  immediately prior
to such date as is  determined  by the Board,  which date shall be no later than
the  consummation  of such  Reorganization.  In such event,  if the entity which
shall be the surviving entity does not tender to Optionee an offer, for which it
has no  obligation to do so, to substitute  for any  unexercised  Option a stock
option  or  capital  stock  of such  surviving  of  such  surviving  entity,  as
applicable,  which  on an  equitable  basis  shall  provide  the  Optionee  with
substantially  the same economic  benefit as such unexercised  Option,  then the
Board  may  grant to such  Optionee,  in its sole and  absolute  discretion  and
without obligation,  the right for a period commencing thirty (30) days prior to
and ending immediately prior to the date determined by the Board pursuant hereto
for  termination  of the  Option or during  the  remaining  term of the  Option,
whichever is the lesser,  to exercise any  unexpired  Option or Options  without
regard to the installment provisions of Section 5; provided,  however, that such
exercise shall be subject to the consummation of such Reorganization. Subject to
any required action by the shareholders of the Company,  if the Company shall be
the  surviving  entity in any merger or  consolidation,  this Option  thereafter
shall  pertain to and apply to the  securities to which a holder of Shares equal
to the Shares  subject to this Option would have been entitled by reason of such
merger or  consolidation,  and the  installment  provisions  of  Section 5 shall
continue  to apply.  In the event of a change in the  shares of the  Company  as
presently  constituted,  which is limited  to a change of all of its  authorized
Stock  without  par value  into the same  number  of shares of Stock  with a par
value,  the  shares  resulting  from any such  change  shall be deemed to be the
Shares  within the  meaning of this  Option.  To the extent  that the  foregoing
adjustments  relate to shares or  securities  of the Company,  such  adjustments
shall be made by the Board, whose  determination in that respect shall be final,
binding and conclusive.  Except as  hereinbefore  expressly  provided,  Optionee
shall have no rights by reason of any subdivision or  consolidation of shares of
Stock of any class or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class, and the number and price
of Shares  subject to this Option shall not be affected  by, and no  adjustments
shall be made by reason of, any dissolution,  liquidation, merger, consolidation
or sale of assets or  capital  stock,  or any issue by the  Company of shares of
stock of any class or securities  convertible into shares of stock of any class.
The grant of this  Option  shall not affect in any way the right or power of the
Company to make adjustments,  reclassifications,  reorganizations  or changes in
its  capital  or  business  structure  or to  merge,  consolidate,  dissolve  or
liquidate or to sell or transfer all or any part of its business or assets.



     11. Additional Consideration. Should the Internal Revenue Service determine
that the Exercise  Price  established  by the Board as the fair market value per
Share is less  than the fair  market  value  per  Share as of the date of Option
grant, Optionee hereby agrees to tender such additional consideration, or agrees
to tender  upon  exercise of all or a portion of this  Option,  such fair market
value per Share as is determined by the Internal Revenue Service.

     12. Modification, Extension and Renewal of Options. The Board or Committee,
as described in the Plan, may modify,  extend or renew this Option or accept the
surrender  thereof (to the extent not  theretofore  exercised) and authorize the
granting  of  a  new  option  in  substitution  therefore  (to  the  extent  not
theretofore exercised), subject at all times to the Plan, and Section 422 of the
Code.   Notwithstanding  the  foregoing   provisions  of  this  Section  12,  no
modification shall, without the consent of the Optionee, alter to the Optionee's
detriment or impair any rights of Optionee hereunder.

     13. Investment Intent; Restrictions on Transfer.

          (a)  Optionee  represents  and agrees that if Optionee  exercises this
               Option in whole or in part,  Optionee  will in each case  acquire
               the Shares upon such exercise for the purpose of  investment  and
               not  with a view  to,  or for  resale  in  connection  with,  any
               distribution  thereof; and that upon such exercise of this Option
               in whole or in part,  Optionee (or any person or persons entitled
               to exercise this Option under the  provisions of Sections 7 and 8
               hereof) shall furnish to the Company a written  statement to such
               effect, satisfactory to the Company in form and substance. If the
               Shares  represented  by this  Option  are  registered  under  the
               Securities  Act,  either  before  or after the  exercise  of this
               Option in whole or in part, the Optionee shall be relieved of the
               foregoing  investment  representation and agreement and shall not
               be required to furnish the  Company  with the  foregoing  written
               statement.

          (b)  Optionee  further  represents that Optionee has had access to the
               financial statements or books and records of the Company, has had
               the  opportunity  to ask questions of the Company  concerning its
               business,  operations  and  financial  condition,  and to  obtain
               additional   information   reasonably  necessary  to  verify  the
               accuracy  of such  information

          (c)  Unless  and until  the  Shares  represented  by this  Option  are
               registered   under   the   Securities   Act,   all   certificates
               representing the Shares and any certificates  subsequently issued
               in  substitution  therefor and any certificate for any securities
               issued pursuant to any stock split, share reclassification, stock
               dividend or other  similar  capital  event shall bear  legends in
               substantially the following form:

THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  OR OTHERWISE  QUALIFIED  UNDER THE
SECURITIES  ACT OF 1933  (THE  'SECURITIES  ACT') OR  UNDER  THE  APPLICABLE  OR
SECURITIES LAWS OF ANY STATE.  NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN
MAY BE SOLD,  TRANSFERRED,  PLEDGED OR  OTHERWISE  DISPOSED OF IN THE ABSENCE OF
REGISTRATION  UNDER THE SECURITIES ACT OR ANY APPLICABLE  SECURITIES LAWS OF ANY
STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ISSUED  PURSUANT TO THAT
CERTAIN INCENTIVE STOCK OPTION AGREEMENT DATED ____________  BETWEEN THE COMPANY
AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO
REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

such other  legend or legends as the Company and its counsel  deem  necessary or
appropriate.  Appropriate stop transfer  instructions with respect to the Shares
have been  placed  with the  Company's  transfer  agent.

     14. Effects of Early Disposition.  Optionee understands that if an Optionee
disposes  of shares  acquired  hereunder  within two (2) years after the date of
this  Option or within one (1) year after the date of issuance of such shares to
Optionee,  such  Optionee  will be treated  for income  tax  purposes  as having
received  ordinary income at the time of such disposition of an amount generally
measured by the difference  between the purchase price and the fair market value
of such  stock  on the  date of  exercise,  subject  to  adjustment  for any tax
previously  paid,  in  addition to any tax on the  difference  between the sales
price and Optionee's  adjusted cost basis in such shares.  The foregoing  amount
may be measured  differently if Optionee is an officer,  director or ten percent
holder of the  Company.  Optionee  agrees to notify the Company  within ten (10)
working days of any such disposition.

     15.  Stand-off  Agreement.  Optionee  agrees  that in  connection  with any
registration of the Company's  securities under the Securities Act, and upon the
request of the Company or any underwriter  managing an underwritten  offering of
the  Company's  securities,  Optionee  shall not sell,  short any sale of, loan,
grant an option  for,  or  otherwise  dispose of any of the Shares  (other  than
Shares  included  in the  offering)  without  the prior  written  consent of the
Company or such managing  underwriter,  as applicable,  for a period of at least
one year following the effective  date of  registration  of such  offering.

     16. Restriction Upon Transfer.  The Shares may not be sold,  transferred or
otherwise disposed of and shall not be pledged or otherwise  hypothecated by the
Optionee  except as hereinafter  provided.

          (a)  Repurchase  Right on  Termination  Other Than for Cause.  For the
               purposes of this  Section,  a  "Repurchase  Event"  shall mean an
               occurrence of one of (i) termination of Optionee's  employment by
               the Company,  voluntary or involuntary and with or without cause;
               (ii)  retirement  or  death  of  Optionee;  (iii)  bankruptcy  of
               Optionee,  which shall be deemed to have  occurred as of the date
               on which a voluntary or  involuntary  petition in  bankruptcy  is
               filed with a court of competent jurisdiction; (iv) dissolution of
               the  marriage of  Optionee,  to the extent that any of the Shares
               are  allocated  as the sole and separate  property of  Optionee's
               spouse  pursuant  thereto (in which case this Section  shall only
               apply to the Shares so affected);  or (v) any attempted  transfer
               by the Optionee of Shares, or any interest therein,  in violation
               of this Agreement. Upon the occurrence of a Repurchase Event, the
               Company  shall  have  the  right  (but  not  an   obligation)  to
               repurchase  all or any  portion  of the Shares of  Optionee  at a
               price equal to the fair value of the Shares as of the date of the
               Repurchase  Event.

          (b)  Repurchase   Right  on  Termination   for  Cause.  In  the  event
               Optionee's  employment  is terminated by the Company "for cause",
               then the Company shall have the right (but not an  obligation) to
               repurchase  Shares of Optionee  at a price equal to the  Exercise
               Price. Such right of the Company to repurchase Shares shall apply
               to 100% of the  Shares  for one (1)  year  from  the date of this
               Agreement;  and  shall  thereafter  lapse at the  rate of  twenty
               percent  (20%) of the Shares on each  anniversary  of the date of
               this Agreement. In addition, the Company shall have the right, in
               the sole  discretion  of the Board  and  without  obligation,  to
               repurchase  upon  termination for cause all or any portion of the
               Shares of  Optionee,  at a price  equal to the fair  value of the
               Shares as of the date of termination,  which right is not subject
               to the  foregoing  lapsing  of rights.  In the event the  Company
               elects  to  repurchase   the  Shares,   the  stock   certificates
               representing  the same shall forthwith be returned to the Company
               for   cancellation.

          (c)  Exercise  of  Repurchase   Right.   Any  Repurchase  Right  under
               Paragraphs  16(a) or 16(b) shall be exercised by giving notice of
               exercise  as  provided  herein  to  Optionee  or  the  estate  of
               Optionee, as applicable.  Such right shall be exercised,  and the
               repurchase  price thereunder shall be paid, by the Company within
               a ninety (90) day period  beginning  on the date of notice to the
               Company of the occurrence of such Repurchase Event (except in the
               case of  termination  of  employment  or  retirement,  where such
               option period shall begin upon the  occurrence of the  Repurchase
               Event).  Such repurchase  price shall be payable only in the form
               of cash  (including  a check  drafted  on  immediately  available
               funds) or  cancellation  of purchase  money  indebtedness  of the
               Optionee for the Shares. If the Company can not purchase all such
               Shares because it is unable to meet the financial tests set forth
               in Florida  corporation  law, the Company shall have the right to
               purchase as many Shares as it is permitted to purchase under such
               sections. Any Shares not purchased by the Company hereunder shall
               no longer be subject to the  provisions  of this  Section 16.



          (d)  Right of First Refusal. In the event Optionee desires to transfer
               any Shares during his or her lifetime, Optionee shall first offer
               to sell such Shares to the Company. Optionee shall deliver to the
               Company  written  notice of the  intended  sale,  such  notice to
               specify the number of Shares to be sold,  the  proposed  purchase
               price and terms of payment, and grant the Company an option for a
               period  of  thirty  days  following  receipt  of such  notice  to
               purchase the offered  Shares upon the same terms and  conditions.
               To exercise  such option,  the Company  shall give notice of that
               fact to  Optionee  within the thirty  (30) day notice  period and
               agree to pay the  purchase  price in the manner  provided  in the
               notice.  If the Company  does not  purchase  all of the Shares so
               offered during foregoing  option period,  Optionee shall be under
               no obligation  to sell any of the offered  Shares to the Company,
               but may  dispose  of such  Shares in any lawful  manner  during a
               period of one hundred and eighty (180) days  following the end of
               such notice period,  except that Optionee shall not sell any such
               Shares  to any  other  person  at a  lower  price  or  upon  more
               favorable terms than those offered to the Company.

          (e)  Acceptance  of  Restrictions.  Acceptance  of  the  Shares  shall
               constitute the Optionee's  agreement to such restrictions and the
               legending   of   his    certificates    with   respect   thereto.
               Notwithstanding  such  restrictions,  however,  so  long  as  the
               Optionee is the holder of the Shares, or any portion thereof,  he
               shall be  entitled to receive  all  dividends  declared on and to
               vote the Shares  and to all other  rights of a  shareholder  with
               respect thereto.

          (f)  Permitted  Transfers.  Notwithstanding  any  provisions  in  this
               Section 16 to the  contrary,  the Optionee  may  transfer  Shares
               subject  to  this  Agreement  to  his  or  her  parents,  spouse,
               children,  or  grandchildren,  or a trust for the  benefit of the
               Optionee or any such transferee(s); provided, that such permitted
               transferee(s) shall hold the Shares subject to all the provisions
               of this Agreement (all references to the Optionee herein shall in
               such cases refer mutatis  mutandis to the  permitted  transferee,
               except in the case of clause  (iv) of Section  16(a)  wherein the
               permitted transfer shall be deemed to be rescinded); and provided
               further,  that  notwithstanding  any  other  provisions  in  this
               Agreement,   a  permitted  transferee  may  not,  in  turn,  make
               permitted  transfers  without the written consent of the Optionee
               and the Company.

          (g)  Release of Restrictions on Shares.  All other  restrictions under
               this Section 16 shall terminate five (5) years following the date
               of this Agreement,  or when the Company's securities are publicly
               traded,   whichever  occurs  earlier.

     17. Notices. Any notice required to be given pursuant to this Option or the
Plan shall be in writing and shall be deemed to be delivered upon receipt or, in
the case of notices  by the  Company,  five (5) days  after  deposit in the U.S.
mail, postage prepaid, addressed to Optionee at the address last provided to the
Company by Optionee for his or her employee  records.

     18. Agreement Subject to Plan; Applicable Law. This Option is made pursuant
to the Plan and shall be interpreted to comply therewith. A copy of such Plan is
available to Optionee, at no charge, at the principal office of the Company. Any
provision of this Option inconsistent with the Plan shall be considered void and
replaced  with the  applicable  provision  of the  Plan.  This  Option  has been
granted,  executed and delivered in the State of Florida, and the interpretation
and  enforcement  shall be  governed  by the laws  thereof  and  subject  to the
exclusive jurisdiction of the courts therein.

     IN WITNESS WHEREOF,  the parties hereto have executed this Option as of the
date first above written.

                                                                ZETA CORPORATION

                                                      By: ______________________

                                                      --------------------------
                                                                       Optionee



(one of the following, as appropriate, shall be signed)

I certify that as of the date               By his or her signature, the
hereof I am unmarried                       spouse of Optionee hereby agrees
                                            to be bound by the provisions of
                                            the foregoing INCENTIVE STOCK
                                            OPTION AGREEMENT

- -----------------------------               --------------------------------
Optionee                                    Spouse of Optionee



                                   Appendix A

                               NOTICE OF EXERCISE

Zeta Corporation

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


                           Re: Incentive Stock Option

     Notice is hereby given  pursuant to Section 6 of my Incentive  Stock Option
Agreement  that I elect to purchase  the number of shares set forth below at the
exercise price set forth in my option agreement:

Incentive Stock Option Agreement dated: ____________

Number of shares being purchased: ____________

Exercise Price: $____________

     A check in the amount of the aggregate  price of the shares being purchased
is attached.

     I hereby  confirm  that such  shares  are being  acquired  by me for my own
account  for  investment  purposes,  and not with a view to,  or for  resale  in
connection  with,  any  distribution  thereof.  I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws.  Further, I understand that the exemption from
taxable  income at the time of exercise is dependent  upon my holding such stock
for a period of at least one year from the date of  exercise  and two years from
the date of grant of the Option.

     I understand that the certificate  representing the Option Shares will bear
a  restrictive  legend within the  contemplation  of the  Securities  Act and as
required  by such other  state or federal law or  regulation  applicable  to the
issuance or delivery of the Option Shares.

     I agree to provide to the Company such additional  documents or information
as may be  required  pursuant  to  the  Company's  2001  Incentive  Stock  Plan.

                                                                ----------------
                                                                     (signature)

                                                                ----------------
                                                              (name of Optionee)





                                   EXHIBIT B-1

                                ZETA CORPORATION

                       NONSTATUTORY STOCK OPTION AGREEMENT

     THIS NONSTATUTORY STOCK OPTION AGREEMENT  ("Agreement") is made and entered
into as of the date set forth below, by and between Zeta Corporation,  a Florida
corporation  (the  "Company"),   and  the  following  employee  of  the  Company
("Optionee"):  In  consideration  of the covenants herein set forth, the parties
hereto agree as follows:

     1.   Option Information.

          (a)  Date of Option:

          (b)  Optionee:

          (c)  Number of Shares:

          (d)  Exercise Price:

     2.   Acknowledgements.

     (a)  Optionee is an employee of the Company.

     (b)  The Board of  Directors  (the  "Board"  which  term  shall  include an
          authorized  committee of the Board of Directors) and  shareholders  of
          the Company have  heretofore  adopted a 2001 Incentive Stock Plan (the
          "Plan"), pursuant to which this Option is being granted; and

     (c)  The Board has  authorized  the granting to Optionee of a  nonstatutory
          stock  option  ("Option")  to purchase  shares of common  stock of the
          Company ("Stock") upon the terms and conditions hereinafter stated and
          pursuant to an exemption from registration under the Securities Act of
          1933,  as  amended  (the  "Securities   Act")  provided  by  Rule  701
          thereunder.

     3. Shares;  Price. Company hereby grants to Optionee the right to purchase,
upon and subject to the terms and conditions herein stated, the number of shares
of Stock set forth in  Section  1(c)  above  (the  "Shares")  for cash (or other
consideration  as is  authorized  under the Plan and  acceptable to the Board of
Directors of the Company,  in their sole and absolute  discretion)  at the price
per Share set forth in Section  1(d) above (the  "Exercise  Price"),  such price
being not less than [e.g., 85%] of the fair market value per share of the Shares
covered by this Option as of the date hereof.

     4. Term of Option;  Continuation of Service.  This Option shall expire, and
all rights  hereunder to purchase  the Shares shall  terminate 10 years from the
date hereof.  This Option  shall  earlier  terminate  subject o Sections 7 and 8
hereof upon, and as of the date of, the termination of Optionee's  employment if
such  termination  occurs  prior  to the end of such  10  year  period.  Nothing
contained herein shall confer upon Optionee the right to the continuation of his
or her  employment by the Company or to interfere  with the right of the Company
to terminate  such  employment  or to increase or decrease the  compensation  of
Optionee  from the rate in existence  at the date hereof.

     5. Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof,
this Option shall become exercisable during the term of Optionee's employment in
five equal annual  installments of twenty percent (20%) of the Shares covered by
this Option, the first installment to be exercisable on the first anniversary of
the date of this Option,  with an additional twenty percent (20%) of such Shares
becoming  exercisable on each of the four (4) successive  anniversary dates. The
installments shall be cumulative (i.e., this option may be exercised,  as to any
or all  shares  covered  by an  installment,  at any  time  or  times  after  an
installment  becomes  exercisable  and until  expiration or  termination of this
option).

     6.  Exercise.  This Option shall be exercised by delivery to the Company of
(a) written notice of exercise  stating the number of Shares being purchased (in
whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other  consideration
as has been approved by the Board of Directors consistent with the Plan) and (c)
a written investment  representation as provided for in Section 13 hereof.  This
Option shall not be assignable or transferable, except by will or by the laws of
descent and  distribution,  and shall be exercisable only by Optionee during his
or her  lifetime,  except as provided  in Section 8 hereof.

     7. Termination of Employment. If Optionee shall cease to be employed by the
Company for any reason, whether voluntarily or involuntarily,  other than by his
or her death, Optionee (or if the Optionee shall die after such termination, but
prior to such exercise date,  Optionee's  personal  representative or the person
entitled to succeed to the Option) shall have the right at any time within three
(3) months  following  such  termination  of employment or the remaining term of
this  Option,  whichever  is the  lesser,  to  exercise in whole or in part this
Option to the extent,  but only to the extent,  that this Option was exercisable
as of the  date  of  termination  of  employment  and had  not  previously  been
exercised;  provided,  however:  (i) if Optionee is permanently disabled (within
the  meaning of Section  22(e)(3) of the Code) at the time of  termination,  the
foregoing three (3) month period shall be extended to six (6) months; or (ii) if
Optionee is terminated "for cause" as that term is defined under Section ____ of
the Florida Labor Code and case law related thereto, or by the terms of the Plan
or this Option Agreement or by any employment agreement between the Optionee and
the Company, this Option shall automatically  terminate as to all Shares covered
by this Option not exercised  prior to termination.  Unless earlier  terminated,
all rights under this Option shall terminate in any event on the expiration date
of this  Option as  defined in Section 4 hereof.



     8. Death of Optionee.  If the Optionee shall die while in the employ of the
Company, Optionee's personal representative or the person entitled to Optionee's
rights  hereunder  may at any  time  within  six (6)  months  after  the date of
Optionee's death, or during the remaining term of this Option,  whichever is the
lesser,  exercise this Option and purchase Shares to the extent, but only to the
extent,  that  Optionee  could  have  exercised  this  Option  as of the date of
Optionee's  death;  provided,  in any case, that this Option may be so exercised
only to the  extent  that this  Option  has not  previously  been  exercised  by
Optionee.

     9. No Rights as Shareholder. Optionee shall have no rights as a shareholder
with respect to the Shares  covered by any  installment of this Option until the
effective date of issuance of the Shares following  exercise of this Option, and
no  adjustment  will be made for  dividends or other rights for which the record
date is prior to the date such  stock  certificate  or  certificates  are issued
except as provided in Section 10 hereof.

     10. Recapitalization. Subject to any required action by the shareholders of
the Company, the number of Shares covered by this Option, and the Exercise Price
thereof,  shall be proportionately  adjusted for any increase or decrease in the
number of issued shares  resulting from a subdivision or consolidation of shares
or the  payment of a stock  dividend,  or any other  increase or decrease in the
number of such shares effected  without receipt of consideration by the Company;
provided  however  that the  conversion  of any  convertible  securities  of the
Company  shall  not  be  deemed  having  been  "effected   without   receipt  of
consideration  by the  Company".  In the  event  of a  proposed  dissolution  or
liquidation of the Company,  a merger or  consolidation  in which the Company is
not the surviving entity, or a sale of all or substantially all of the assets or
capital  stock  of  the  Company  (collectively,  a  "Reorganization"),   unless
otherwise  provided by the Board, this Option shall terminate  immediately prior
to such date as is  determined  by the Board,  which date shall be no later than
the  consummation  of such  Reorganization.  In such event,  if the entity which
shall be the surviving entity does not tender to Optionee an offer, for which it
has no  obligation to do so, to substitute  for any  unexercised  Option a stock
option  or  capital  stock  of such  surviving  of  such  surviving  entity,  as
applicable,  which  on an  equitable  basis  shall  provide  the  Optionee  with
substantially  the same economic  benefit as such unexercised  Option,  then the
Board  may  grant to such  Optionee,  in its sole and  absolute  discretion  and
without obligation,  the right for a period commencing thirty (30) days prior to
and ending immediately prior to the date determined by the Board pursuant hereto
for  termination  of the  Option or during  the  remaining  term of the  Option,
whichever is the lesser,  to exercise any  unexpired  Option or Options  without
regard to the installment provisions of Section 5; provided,  however, that such
exercise shall be subject to the consummation of such Reorganization. Subject to
any required action by the shareholders of the Company,  if the Company shall be
the  surviving  entity in any merger or  consolidation,  this Option  thereafter
shall  pertain to and apply to the  securities to which a holder of Shares equal
to the Shares  subject to this Option would have been entitled by reason of such
merger or  consolidation,  and the  installment  provisions  of  Section 5 shall
continue  to apply.  In the event of a change in the  shares of the  Company  as
presently  constituted,  which is limited  to a change of all of its  authorized
Stock  without  par value  into the same  number  of shares of Stock  with a par
value,  the  shares  resulting  from any such  change  shall be deemed to be the
Shares  within the  meaning of this  Option.  To the extent  that the  foregoing
adjustments  relate to shares or  securities  of the Company,  such  adjustments
shall be made by the Board, whose  determination in that respect shall be final,
binding and conclusive.  Except as  hereinbefore  expressly  provided,  Optionee
shall have no rights by reason of any subdivision or  consolidation of shares of
Stock of any class or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class, and the number and price
of Shares  subject to this Option shall not be affected  by, and no  adjustments
shall be made by reason of, any dissolution,  liquidation, merger, consolidation
or sale of assets or  capital  stock,  or any issue by the  Company of shares of
stock of any class or securities  convertible into shares of stock of any class.
The grant of this  Option  shall not affect in any way the right or power of the
Company to make adjustments,  reclassifications,  reorganizations  or changes in
its  capital  or  business  structure  or to  merge,  consolidate,  dissolve  or
liquidate or to sell or transfer all or any part of its business or assets.



     11.  Taxation  upon Exercise of Option.  Optionee  understands  that,  upon
exercise of this Option,  Optionee will recognize income,  for Federal and state
income tax  purposes,  in an amount equal to the amount by which the fair market
value of the Shares, determined as of the date of exercise, exceeds the Exercise
Price. The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in  accordance  with then  applicable  law and to
cooperate  with  Company  in   establishing   the  amount  of  such  income  and
corresponding deduction to the Company for its income tax purposes.  Withholding
for federal or state income and  employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation,  or, if such current
compensation is insufficient to satisfy  withholding tax liability,  the Company
may  require  Optionee  to make a cash  payment  to cover  such  liability  as a
condition of the exercise of this Option.

     12. Modification, Extension and Renewal of Options. The Board or Committee,
as described in the Plan, may modify,  extend or renew this Option or accept the
surrender  thereof (to the extent not  theretofore  exercised) and authorize the
granting  of  a  new  option  in  substitution  therefore  (to  the  extent  not
theretofore  exercised),  subject  at all  times to the  Plan,  the Code and the
corporate securities rules of Florida.  Notwithstanding the foregoing provisions
of this Section 12, no modification shall,  without the consent of the Optionee,
alter to the Optionee's detriment or impair any rights of Optionee hereunder.

     13. Investment Intent;  Restrictions on Transfer.

          (a)  Optionee  represents  and agrees that if Optionee  exercises this
               Option in whole or in part,  Optionee  will in each case  acquire
               the Shares upon such exercise for the purpose of  investment  and
               not  with a view  to,  or for  resale  in  connection  with,  any
               distribution  thereof; and that upon such exercise of this Option
               in whole or in part,  Optionee (or any person or persons entitled
               to exercise this Option under the  provisions of Sections 7 and 8
               hereof) shall furnish to the Company a written  statement to such
               effect, satisfactory to the Company in form and substance. If the
               Shares  represented  by this  Option  are  registered  under  the
               Securities  Act,  either  before  or after the  exercise  of this
               Option in whole or in part, the Optionee shall be relieved of the
               foregoing  investment  representation and agreement and shall not
               be required to furnish the  Company  with the  foregoing  written
               statement.

          (b)  Optionee  further  represents that Optionee has had access to the
               financial statements or books and records of the Company, has had
               the  opportunity  to ask questions of the Company  concerning its
               business,  operations  and  financial  condition,  and to  obtain
               additional   information   reasonably  necessary  to  verify  the
               accuracy  of such  information

          (c)  Unless  and until  the  Shares  represented  by this  Option  are
               registered   under   the   Securities   Act,   all   certificates
               representing the Shares and any certificates  subsequently issued
               in  substitution  therefor and any certificate for any securities
               issued pursuant to any stock split, share reclassification, stock
               dividend or other  similar  capital  event shall bear  legends in
               substantially the following form:

THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  OR OTHERWISE  QUALIFIED  UNDER THE
SECURITIES  ACT OF 1933  (THE  'SECURITIES  ACT') OR  UNDER  THE  APPLICABLE  OR
SECURITIES LAWS OF ANY STATE.  NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN
MAY BE SOLD,  TRANSFERRED,  PLEDGED OR  OTHERWISE  DISPOSED OF IN THE ABSENCE OF
REGISTRATION  UNDER THE SECURITIES ACT OR ANY APPLICABLE  SECURITIES LAWS OF ANY
STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ISSUED  PURSUANT TO THAT
CERTAIN  NONSTATUTORY  STOCK OPTION  AGREEMENT  DATED  ____________  BETWEEN THE
COMPANY AND THE ISSUEE  WHICH  RESTRICTS  THE TRANSFER OF THESE SHARES WHICH ARE
SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

and/or  such  other  legend or  legends  as the  Company  and its  counsel  deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

     14.  Stand-off  Agreement.  Optionee  agrees that, in  connection  with any
registration of the Company's  securities under the Securities Act, and upon the
request of the Company or any underwriter  managing an underwritten  offering of
the  Company's  securities,  Optionee  shall not sell,  short any sale of, loan,
grant an option  for,  or  otherwise  dispose of any of the Shares  (other  than
Shares  included  in the  offering)  without  the prior  written  consent of the
Company or such managing  underwriter,  as applicable,  for a period of at least
one year following the effective  date of  registration  of such  offering.



     15. Restriction Upon Transfer.  The Shares may not be sold,  transferred or
otherwise disposed of and shall not be pledged or otherwise  hypothecated by the
Optionee  except as hereinafter  provided.

          (a)  Repurchase  Right on  Termination  Other Than for Cause.  For the
               purposes of this  Section,  a  "Repurchase  Event"  shall mean an
               occurrence of one of (i) termination of Optionee's  employment by
               the Company,  voluntary or involuntary and with or without cause;
               (ii)  retirement  or  death  of  Optionee;  (iii)  bankruptcy  of
               Optionee,  which shall be deemed to have  occurred as of the date
               on which a voluntary or  involuntary  petition in  bankruptcy  is
               filed with a court of competent jurisdiction; (iv) dissolution of
               the  marriage of  Optionee,  to the extent that any of the Shares
               are  allocated  as the sole and separate  property of  Optionee's
               spouse  pursuant  thereto (in which case, this Section shall only
               apply to the Shares so affected);  or (v) any attempted  transfer
               by the Optionee of Shares, or any interest therein,  in violation
               of this Agreement. Upon the occurrence of a Repurchase Event, the
               Company  shall  have  the  right  (but  not  an   obligation)  to
               repurchase  all or any  portion  of the Shares of  Optionee  at a
               price equal to the fair value of the Shares as of the date of the
               Repurchase  Event.

          (b)  Repurchase   Right  on  Termination   for  Cause.  In  the  event
               Optionee's  employment  is terminated by the Company "for cause",
               then the Company shall have the right (but not an  obligation) to
               repurchase  Shares of Optionee  at a price equal to the  Exercise
               Price. Such right of the Company to repurchase Shares shall apply
               to 100% of the  Shares  for one (1)  year  from  the date of this
               Agreement;  and  shall  thereafter  lapse at the  rate of  twenty
               percent  (20%) of the Shares on each  anniversary  of the date of
               this Agreement. In addition, the Company shall have the right, in
               the sole  discretion  of the Board  and  without  obligation,  to
               repurchase  upon  termination for cause all or any portion of the
               Shares of  Optionee,  at a price  equal to the fair  value of the
               Shares as of the date of termination,  which right is not subject
               to the  foregoing  lapsing  of rights.  In the event the  Company
               elects  to  repurchase   the  Shares,   the  stock   certificates
               representing  the same shall forthwith be returned to the Company
               for   cancellation.

          (c)  Exercise  of  Repurchase   Right.   Any  Repurchase  Right  under
               Paragraphs  15(a) or 15(b) shall be exercised by giving notice of
               exercise  as  provided  herein  to  Optionee  or  the  estate  of
               Optionee, as applicable.  Such right shall be exercised,  and the
               repurchase  price thereunder shall be paid, by the Company within
               a ninety (90) day period  beginning  on the date of notice to the
               Company of the occurrence of such Repurchase Event (except in the
               case of  termination  of  employment  or  retirement,  where such
               option period shall begin upon the  occurrence of the  Repurchase
               Event).  Such repurchase  price shall be payable only in the form
               of cash  (including  a check  drafted  on  immediately  available
               funds) or  cancellation  of purchase  money  indebtedness  of the
               Optionee for the Shares. If the Company can not purchase all such
               Shares because it is unable to meet the financial tests set forth
               in the Florida  corporation law, the Company shall have the right
               to purchase as many Shares as it is permitted  to purchase  under
               such sections.  Any Shares not purchased by the Company hereunder
               shall no longer be subject to the  provisions of this Section 15.


          (d)  Right of First Refusal. In the event Optionee desires to transfer
               any Shares during his or her lifetime, Optionee shall first offer
               to sell such Shares to the Company. Optionee shall deliver to the
               Company  written  notice of the  intended  sale,  such  notice to
               specify the number of Shares to be sold,  the  proposed  purchase
               price and terms of payment, and grant the Company an option for a
               period  of  thirty  days  following  receipt  of such  notice  to
               purchase the offered  Shares upon the same terms and  conditions.
               To exercise  such option,  the Company  shall give notice of that
               fact to  Optionee  within the thirty  (30) day notice  period and
               agree to pay the  purchase  price in the manner  provided  in the
               notice.  If the Company  does not  purchase  all of the Shares so
               offered during foregoing  option period,  Optionee shall be under
               no obligation  to sell any of the offered  Shares to the Company,
               but may  dispose  of such  Shares in any lawful  manner  during a
               period of one hundred and eighty (180) days  following the end of
               such notice period,  except that Optionee shall not sell any such
               Shares  to any  other  person  at a  lower  price  or  upon  more
               favorable terms than those offered to the Company.

          (e)  Acceptance  of  Restrictions.  Acceptance  of  the  Shares  shall
               constitute the Optionee's  agreement to such restrictions and the
               legending   of   his    certificates    with   respect   thereto.
               Notwithstanding  such  restrictions,  however,  so  long  as  the
               Optionee is the holder of the Shares, or any portion thereof,  he
               shall be  entitled to receive  all  dividends  declared on and to
               vote the Shares  and to all other  rights of a  shareholder  with
               respect thereto.

          (f)  Permitted  Transfers.  Notwithstanding  any  provisions  in  this
               Section 15 to the  contrary,  the Optionee  may  transfer  Shares
               subject  to  this  Agreement  to  his  or  her  parents,  spouse,
               children,  or  grandchildren,  or a trust for the  benefit of the
               Optionee or any such transferee(s); provided, that such permitted
               transferee(s) shall hold the Shares subject to all the provisions
               of this Agreement (all references to the Optionee herein shall in
               such cases refer mutatis  mutandis to the  permitted  transferee,
               except in the case of clause  (iv) of Section  15(a)  wherein the
               permitted transfer shall be deemed to be rescinded); and provided
               further,  that  notwithstanding  any  other  provisions  in  this
               Agreement,   a  permitted  transferee  may  not,  in  turn,  make
               permitted  transfers  without the written consent of the Optionee
               and the Company.



          (g)  Release of Restrictions on Shares.  All other  restrictions under
               this Section 15 shall terminate five (5) years following the date
               of this Agreement,  or when the Company's securities are publicly
               traded, whichever occurs earlier.

     16. Notices. Any notice required to be given pursuant to this Option or the
Plan shall be in writing and shall be deemed to be delivered upon receipt or, in
the case of notices  by the  Company,  five (5) days  after  deposit in the U.S.
mail,  postage  prepaid,  addressed to Optionee at the address last  provided by
Optionee  for his or her  employee  records.

     17. Agreement Subject to Plan; Applicable Law. This Option is made pursuant
to the Plan and shall be interpreted to comply therewith. A copy of such Plan is
available to Optionee, at no charge, at the principal office of the Company. Any
provision of this Option inconsistent with the Plan shall be considered void and
replaced  with the  applicable  provision  of the  Plan.  This  Option  has been
granted,  executed and delivered in the State of Florida, and the interpretation
and  enforcement  shall be  governed  by the laws  thereof  and  subject  to the
exclusive jurisdiction of the courts therein.

     IN WITNESS WHEREOF,  the parties hereto have executed this Option as of the
date first above written.


                                                                ZETA CORPORATION

                                                      By: ______________________


                                                      --------------------------
                                                                       Optionee

(one of the following, as appropriate, shall be signed)

I certify that as of the date               By his or her signature, the
hereof I am unmarried                       spouse of Optionee hereby agrees
                                            to be bound by the provisions of
                                            the foregoing NONSTATUTORY STOCK
                                            OPTION AGREEMENT

- ----------------------------                --------------------------------
Optionee                                    Spouse of Optionee





                                   Appendix A

                               NOTICE OF EXERCISE
Zeta Corporation
============


                          Re: Nonstatutory Stock Option

     Notice is hereby  given  pursuant  to  Section 6 of my  Nonstatutory  Stock
Option  Agreement  that I elect to purchase the number of shares set forth below
at the exercise price set forth in my option agreement:

Nonstatutory Stock Option Agreement dated: ____________

Number of shares being purchased: ____________

Exercise Price: $____________

     A check in the amount of the aggregate  price of the shares being purchased
is attached.

     I hereby  confirm  that such  shares  are being  acquired  by me for my own
account  for  investment  purposes,  and not with a view to,  or for  resale  in
connection  with,  any  distribution  thereof.  I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws.

     I understand that the certificate  representing the Option Shares will bear
a  restrictive  legend within the  contemplation  of the  Securities  Act and as
required  by such other  state or federal law or  regulation  applicable  to the
issuance or delivery of the Option Shares.

     Further,  I understand that, as a result of this exercise of rights, I will
recognize income in an amount equal to the amount by which the fair market value
of the Shares  exceeds  the  exercise  price.  I agree to report  such income in
accordance   with  then   applicable  law  and  to  cooperate  with  Company  in
establishing the withholding and corresponding  deduction to the Company for its
income tax purposes.

     I agree to provide to the Company such additional  documents or information
as may be required pursuant to the Company's 2001 Incentive Stock Plan.

                                                             -------------------
                                                                    (signature)

                                                             -------------------
                                                             (name of Optionee)



                                   EXHIBIT B-2

                                ZETA CORPORATION

                       NONSTATUTORY STOCK OPTION AGREEMENT

     THIS NONSTATUTORY STOCK OPTION AGREEMENT  ("Agreement") is made and entered
into as of the date set forth below, by and between Zeta Corporation,  a Florida
corporation  (the  "Company"),   and  the  following  Director  of  the  Company
("Optionee"):  In  consideration  of the covenants herein set forth, the parties
hereto agree as follows:

     1. Option Information.

          (a)  Date of Option:

          (b)  Optionee:

          (c)  Number of Shares:

          (d)  Exercise Price:

     2. Acknowledgements.



          (a)  Optionee is a director of the Company.

          (b)  The Board of Directors  (the "Board"  which term shall include an
               authorized  committee of the Board of Directors) and shareholders
               of the Company have  heretofore  adopted a 2001  Incentive  Stock
               Plan  (the  "Plan"),  pursuant  to  which  this  Option  is being
               granted; and

          (c)  The  Board  has   authorized   the  granting  to  Optionee  of  a
               nonstatutory stock option ("Option") to purchase shares of common
               stock of the  Company  ("Stock")  upon the terms  and  conditions
               hereinafter stated and pursuant to an exemption from registration
               under the  Securities  Act of 1933,  as amended (the  "Securities
               Act") provided by Rule 701 thereunder.

     3.  Shares;  Price.  The Company  hereby  grants to  Optionee  the right to
purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the  "Shares")  for cash (or
other consideration as is authorized under the Plan and acceptable to the Board,
in their  sole and  absolute  discretion)  at the  price  per Share set forth in
Section 1(d) above (the "Exercise Price"), such price being not less than [e.g.,
85%] of the fair market value per share of the Shares  covered by this Option as
of the date hereof.

     4. Term of Option;  Continuation of Service.  This Option shall expire, and
all rights  hereunder to purchase  the Shares shall  terminate 10 years from the
date hereof. Nothing contained herein shall be construed to interfere in any way
with the  right of the  Company  or its  shareholders  to  remove  or not  elect
Optionee  as a  Director  of  the  Company,  or  to  increase  or  decrease  the
compensation of Directors from the rate in effect at the date hereof.

     5. Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof,
this Option shall become  exercisable  during the term that Optionee serves as a
Director of the Company in three (3) equal annual  installments  of thirty-three
and one-third percent (33 1/3%) of the Shares covered by this Option,  the first
installment  to be  exercisable  on the  first  anniversary  of the date of this
Option, with an additional  thirty-three and one-third percent (33 1/3%) of such
Shares becoming exercisable on each of the two (2) successive anniversary dates.
The installments shall be cumulative (i.e., this option may be exercised,  as to
any or all  shares  covered  by an  installment,  at any time or times  after an
installment  becomes  exercisable  and until  expiration or  termination of this
Option).

     6.  Exercise.  This Option shall be exercised by delivery to the Company of
(a) written notice of exercise  stating the number of Shares being purchased (in
whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other  consideration
as has been approved by the Board of Directors consistent with the Plan) and (c)
a written investment  representation as provided for in Section 13 hereof.  This
Option shall not be assignable or transferable, except by will or by the laws of
descent and  distribution,  and shall be exercisable only by Optionee during his
or her lifetime.

     7.  Termination of Service.  If Optionee shall cease to serve as a Director
of the Company for any reason,  no further  installments  shall vest pursuant to
Section 5, and the maximum number of Shares that Optionee may purchase  pursuant
hereto  shall be limited to the number of Shares that were vested as of the date
Optionee  ceases to be a  Director  (to the  nearest  whole  Share).  Thereupon,
Optionee  shall have the right to exercise  this Option,  at any time during the
remaining term hereof, to the extent,  but only to the extent,  that this Option
was  exercisable  as of the date  Optionee  ceases to be a  Director;  provided,
however,  if  Optionee  is  removed  as  a  Director  pursuant  to  the  Florida
corporation law, the foregoing right to exercise shall  automatically  terminate
on the date  Optionee  ceases to be a Director as to all Shares  covered by this
Option not exercised prior to termination. Unless earlier terminated, all rights
under this Option shall  terminate in any event on the  expiration  date of this
Option as defined in Section 4 hereof.

     8. Death of  Optionee.  If the  Optionee  shall die while a Director of the
Company, Optionee's personal representative or the person entitled to Optionee's
rights  hereunder  may at any  time  within  six (6)  months  after  the date of
Optionee's death, or during the remaining term of this Option,  whichever is the
lesser,  exercise this Option and purchase Shares to the extent, but only to the
extent,  that  Optionee  could  have  exercised  this  Option  as of the date of
Optionee's  death;  provided,  in any case, that this Option may be so exercised
only to the  extent  that this  Option  has not  previously  been  exercised  by
Optionee.

     9. No Rights as Shareholder. Optionee shall have no rights as a shareholder
with respect to the Shares  covered by any  installment of this Option until the
effective date of issuance of the Shares following  exercise of this Option, and
no  adjustment  will be made for  dividends or other rights for which the record
date is prior to the date such  stock  certificate  or  certificates  are issued
except as provided in Section 7 hereof.



     10. Recapitalization. Subject to any required action by the shareholders of
the Company, the number of Shares covered by this Option, and the Exercise Price
thereof,  shall be proportionately  adjusted for any increase or decrease in the
number of issued shares  resulting from a subdivision or consolidation of shares
or the  payment of a stock  dividend,  or any other  increase or decrease in the
number of such shares effected  without receipt of consideration by the Company;
provided  however  that the  conversion  of any  convertible  securities  of the
Company  shall  not  be  deemed  having  been  "effected   without   receipt  of
consideration  by the  Company".  In the  event  of a  proposed  dissolution  or
liquidation of the Company,  a merger or  consolidation  in which the Company is
not the surviving entity, or a sale of all or substantially all of the assets or
capital stock of the Company  (collectively,  a  "Reorganization"),  this Option
shall terminate  immediately  prior to the consummation of such proposed action,
unless otherwise provided by the Board; provided,  however, if Optionee shall be
a Director at the time such  Reorganization  is  approved  by the  stockholders,
Optionee  shall have the right to exercise  this Option as to all or any part of
the Shares,  without  regard to the  installment  provisions of Section 5, for a
period  beginning 30 days prior to the consummation of such  Reorganization  and
ending as of the  Reorganization or the expiration of this Option,  whichever is
earlier,  subject to the consummation of the  Reorganization.  In any event, the
Company shall notify  Optionee,  at least 30 days prior to the  consummation  of
such  Reorganization,  of his exercise rights, if any, and that the Option shall
terminate upon the consummation of the  Reorganization.  Subject to any required
action by the shareholders of the Company, if the Company shall be the surviving
entity in any merger or  consolidation,  this Option thereafter shall pertain to
and apply to the  securities  to which a holder of  Shares  equal to the  Shares
subject to this  Option  would have been  entitled  by reason of such  merger or
consolidation,  and the  installment  provisions of Section 5 shall  continue to
apply.  In the  event of a change  in the  shares of the  Company  as  presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same  number of shares of Stock with a par value,  the shares
resulting  from any such  change  shall be deemed to be the  Shares  within  the
meaning of this Option. To the extent that the foregoing  adjustments  relate to
shares or  securities  of the  Company,  such  adjustments  shall be made by the
Board,  whose  determination  in  that  respect  shall  be  final,  binding  and
conclusive.  Except as hereinbefore  expressly provided,  Optionee shall have no
rights by reason of any subdivision or  consolidation  of shares of Stock of any
class or the payment of any stock  dividend or any other increase or decrease in
the number of shares of stock of any  class,  and the number and price of Shares
subject to this Option  shall not be affected  by, and no  adjustments  shall be
made by reason of, any dissolution,  liquidation,  merger, consolidation or sale
of assets or capital  stock,  or any issue by the  Company of shares of stock of
any class or securities convertible into shares of stock of any class. The grant
of this Option  shall not affect in any way the right or power of the Company to
make adjustments,  reclassifications,  reorganizations or changes in its capital
or business structure or to merge, consolidate, dissolve or liquidate or to sell
or  transfer  all or any part of its  business  or  assets.

     11.  Taxation  upon Exercise of Option.  Optionee  understands  that,  upon
exercise of this Option,  Optionee will recognize income,  for Federal and state
income tax  purposes,  in an amount equal to the amount by which the fair market
value of the Shares, determined as of the date of exercise, exceeds the Exercise
Price. The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in  accordance  with then  applicable  law and to
cooperate  with  Company  in   establishing   the  amount  of  such  income  and
corresponding deduction to the Company for its income tax purposes.  Withholding
for federal or state income and  employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation,  or, if such current
compensation is insufficient to satisfy  withholding tax liability,  the Company
may  require  Optionee  to make a cash  payment  to cover  such  liability  as a
condition of the exercise of this Option.

     12. Modification, Extension and Renewal of Options. The Board or Committee,
as described in the Plan, may modify,  extend or renew this Option or accept the
surrender  thereof (to the extent not  theretofore  exercised) and authorize the
granting  of  a  new  option  in  substitution  therefore  (to  the  extent  not
theretofore   exercised),   subject  at  all  times  to  the  Plan,   the  Code.
Notwithstanding  the foregoing  provisions  of this Section 12, no  modification
shall, without the consent of the Optionee, alter to the Optionee's detriment or
impair any rights of Optionee hereunder.

     13. Investment Intent;  Restrictions on Transfer.

          (a)  Optionee  represents  and agrees that if Optionee  exercises this
               Option in whole or in part,  Optionee  will in each case  acquire
               the Shares upon such exercise for the purpose of  investment  and
               not  with a view  to,  or for  resale  in  connection  with,  any
               distribution  thereof; and that upon such exercise of this Option
               in whole or in part,  Optionee (or any person or persons entitled
               to exercise this Option under the  provisions of Sections 7 and 8
               hereof) shall furnish to the Company a written  statement to such
               effect, satisfactory to the Company in form and substance. If the
               Shares  represented  by this  Option  are  registered  under  the
               Securities  Act,  either  before  or after the  exercise  of this
               Option in whole or in part, the Optionee shall be relieved of the
               foregoing  investment  representation and agreement and shall not
               be required to furnish the  Company  with the  foregoing  written
               statement.

          (b)  Optionee  further  represents that Optionee has had access to the
               financial statements or books and records of the Company, has had
               the  opportunity  to ask questions of the Company  concerning its
               business,  operations  and  financial  condition,  and to  obtain
               additional   information   reasonably  necessary  to  verify  the
               accuracy  of such  information

          (c)  Unless  and until  the  Shares  represented  by this  Option  are
               registered   under   the   Securities   Act,   all   certificates
               representing the Shares and any certificates  subsequently issued
               in  substitution  therefor and any certificate for any securities
               issued pursuant to any stock split, share reclassification, stock
               dividend or other  similar  capital  event shall bear  legends in
               substantially the following form:



THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  OR OTHERWISE  QUALIFIED  UNDER THE
SECURITIES  ACT OF 1933  (THE  'SECURITIES  ACT') OR  UNDER  THE  APPLICABLE  OR
SECURITIES LAWS OF ANY STATE.  NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN
MAY BE SOLD,  TRANSFERRED,  PLEDGED OR  OTHERWISE  DISPOSED OF IN THE ABSENCE OF
REGISTRATION  UNDER THE SECURITIES ACT OR ANY APPLICABLE  SECURITIES LAWS OF ANY
STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ISSUED  PURSUANT TO THAT
CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ______ BETWEEN THE COMPANY AND
THE ISSUEE  WHICH  RESTRICTS  THE  TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO
REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.


and/or  such  other  legend or  legends  as the  Company  and its  counsel  deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

     14.  Stand-off  Agreement.  Optionee  agrees that, in  connection  with any
registration of the Company's  securities under the Securities Act, and upon the
request of the Company or any underwriter  managing an underwritten  offering of
the  Company's  securities,  Optionee  shall not sell,  short any sale of, loan,
grant an option  for,  or  otherwise  dispose of any of the Shares  (other  than
Shares  included  in the  offering)  without  the prior  written  consent of the
Company or such managing underwriter,  as applicable,  for a period of up to one
year  following  the  effective  date  of  registration  of such  offering.

     15. Restriction Upon Transfer.  The Shares may not be sold,  transferred or
otherwise disposed of and shall not be pledged or otherwise  hypothecated by the
Optionee except as hereinafter provided.

          (a)  Repurchase  Right on Termination  Other Than by Removal.  For the
               purposes of this  Section,  a  "Repurchase  Event"  shall mean an
               occurrence of one of (i)  termination of Optionee's  service as a
               director;  (ii) death of Optionee;  (iii) bankruptcy of Optionee,
               which shall be deemed to have  occurred as of the date on which a
               voluntary or  involuntary  petition in bankruptcy is filed with a
               court of competent jurisdiction; (iv) dissolution of the marriage
               of Optionee,  to the extent that any of the Shares are  allocated
               as the sole and separate  property of Optionee's  spouse pursuant
               thereto  (in which  case,  this  Section  shall only apply to the
               Shares  so  affected);  or  (v)  any  attempted  transfer  by the
               Optionee of Shares, or any interest therein, in violation of this
               Agreement.  Upon the occurrence of a Repurchase  Event,  and upon
               mutual  agreement  of the Company and  Optionee,  the Company may
               repurchase  all or any  portion  of the Shares of  Optionee  at a
               price equal to the fair value of the Shares as of the date of the
               Repurchase Event.

          (b)  Repurchase Right on Removal.  In the event Optionee is removed as
               a  director  pursuant  to  Section  302 or 304 of the  California
               Corporations Code, or Optionee  voluntarily resigns as a director
               prior to the date  upon  which  the last  installment  of  Shares
               becomes exercisable pursuant to Section 5, then the Company shall
               have the right (but not an  obligation)  to repurchase  Shares of
               Optionee at a price equal to the  Exercise  Price.  Such right of
               the  Company  to  repurchase  Shares  shall  apply to 100% of the
               Shares  for one (1) year  from the  date of this  Agreement;  and
               shall thereafter lapse ratably in equal annual increments on each
               anniversary  of the date of this  Agreement over the term of this
               Option  specified  in Section 4. In addition,  the Company  shall
               have the right,  in the sole  discretion of the Board and without
               obligation,  to repurchase upon removal or resignation all or any
               portion of the Shares of  Optionee,  at a price equal to the fair
               value  of  the  Shares  as  of  the  date  of  such   removal  or
               resignation,  which right is not subject to the foregoing lapsing
               of rights.  In the event the  Company  elects to  repurchase  the
               Shares,  the  stock  certificates  representing  the  same  shall
               forthwith  be  returned  to the  Company  for  cancellation.

          (c)  Exercise  of  Repurchase   Right.   Any  Repurchase  Right  under
               Paragraphs  15(a) or 15(b) shall be exercised by giving notice of
               exercise  as  provided  herein  to  Optionee  or  the  estate  of
               Optionee, as applicable.  Such right shall be exercised,  and the
               repurchase  price thereunder shall be paid, by the Company within
               a ninety (90) day period  beginning  on the date of notice to the
               Company of the occurrence of such Repurchase Event (except in the
               case of termination  or cessation of services as director,  where
               such  option  period  shall  begin  upon  the  occurrence  of the
               Repurchase Event). Such repurchase price shall be payable only in
               the  form  of cash  (including  a check  drafted  on  immediately
               available  funds) or cancellation of purchase money  indebtedness
               of the Optionee  for the Shares.  If the Company can not purchase
               all such Shares because it is unable to meet the financial  tests
               set forth in the Florida  corporation law, the Company shall have
               the  right to  purchase  as many  Shares  as it is  permitted  to
               purchase  under such  sections.  Any Shares not  purchased by the
               Company hereunder shall no longer be subject to the provisions of
               this Section 15.



          (d)  Right of First Refusal. In the event Optionee desires to transfer
               any Shares during his or her lifetime, Optionee shall first offer
               to sell such Shares to the Company. Optionee shall deliver to the
               Company  written  notice of the  intended  sale,  such  notice to
               specify the number of Shares to be sold,  the  proposed  purchase
               price and terms of payment, and grant the Company an option for a
               period  of  thirty  days  following  receipt  of such  notice  to
               purchase the offered  Shares upon the same terms and  conditions.
               To exercise  such option,  the Company  shall give notice of that
               fact to  Optionee  within the thirty  (30) day notice  period and
               agree to pay the  purchase  price in the manner  provided  in the
               notice.  If the Company  does not  purchase  all of the Shares so
               offered during foregoing  option period,  Optionee shall be under
               no obligation  to sell any of the offered  Shares to the Company,
               but may  dispose  of such  Shares in any lawful  manner  during a
               period of one hundred and eighty (180) days  following the end of
               such notice period,  except that Optionee shall not sell any such
               Shares  to any  other  person  at a  lower  price  or  upon  more
               favorable terms than those offered to the Company.

          (e)  Acceptance  of  Restrictions.  Acceptance  of  the  Shares  shall
               constitute the Optionee's  agreement to such restrictions and the
               legending   of   his    certificates    with   respect   thereto.
               Notwithstanding  such  restrictions,  however,  so  long  as  the
               Optionee is the holder of the Shares, or any portion thereof,  he
               shall be  entitled to receive  all  dividends  declared on and to
               vote the Shares  and to all other  rights of a  shareholder  with
               respect thereto.

          (f)  Permitted  Transfers.  Notwithstanding  any  provisions  in  this
               Section 15 to the  contrary,  the Optionee  may  transfer  Shares
               subject  to  this  Agreement  to  his  or  her  parents,  spouse,
               children,  or  grandchildren,  or a trust for the  benefit of the
               Optionee or any such transferee(s); provided, that such permitted
               transferee(s) shall hold the Shares subject to all the provisions
               of this Agreement (all references to the Optionee herein shall in
               such cases refer mutatis  mutandis to the  permitted  transferee,
               except in the case of clause  (iv) of Section  15(a)  wherein the
               permitted transfer shall be deemed to be rescinded); and provided
               further,  that  notwithstanding  any  other  provisions  in  this
               Agreement,   a  permitted  transferee  may  not,  in  turn,  make
               permitted  transfers  without the written consent of the Optionee
               and the Company.

          (g)  Release of Restrictions on Shares.  All other  restrictions under
               this Section 15 shall terminate five (5) years following the date
               of this Agreement,  or when the Company's securities are publicly
               traded, whichever occurs earlier.

     16. Notices. Any notice required to be given pursuant to this Option or the
Plan shall be in writing and shall be deemed to be delivered upon receipt or, in
the case of notices  by the  Company,  five (5) days  after  deposit in the U.S.
mail,  postage  prepaid,  addressed to Optionee at the address last  provided by
Optionee for use in Company records related to Optionee.

     17. Agreement Subject to Plan; Applicable Law. This Option is made pursuant
to the Plan and shall be interpreted to comply therewith. A copy of such Plan is
available to Optionee, at no charge, at the principal office of the Company. Any
provision of this Option inconsistent with the Plan shall be considered void and
replaced  with the  applicable  provision  of the  Plan.  This  Option  has been
granted,  executed and delivered in the State of Florida, and the interpretation
and  enforcement  shall be  governed  by the laws  thereof  and  subject  to the
exclusive  jurisdiction of the courts therein.

IN WITNESS WHEREOF,  the parties hereto have executed this Option as of the date
first above written.


                                                                ZETA CORPORATION

                                                      By: ______________________

                                                      --------------------------
                                                                       Optionee



(one of the following, as appropriate, shall be signed)


I certify that as of the date               By his or her signature, the
hereof I am unmarried                       spouse of Optionee hereby agrees
                                            to be bound by the provisions of
                                            the foregoing NONSTATUTORY STOCK
                                            OPTION AGREEMENT

- ----------------------------                --------------------------------
Optionee                                    Spouse of Optionee


                                   EXHIBIT B-3

                                ZETA CORPORATION

                       NONSTATUTORY STOCK OPTION AGREEMENT

     THIS NONSTATUTORY STOCK OPTION AGREEMENT  ("Agreement") is made and entered
into as of the date set forth below, by and between Zeta Corporation,  a Florida
corporation  (the  "Company"),  and  the  following  consultant  to the  Company
(herein, the "Optionee"):

     In  consideration  of the covenants  herein set forth,  the parties  hereto
agree as follows:

     1. Option Information.

          (a)  Date of Option:

          (b)  Optionee:

                  (c)  Number of Shares:

          (d)  Exercise Price:

     2. Acknowledgements.

          (a)  Optionee is an  independent  consultant  to the  Company,  not an
               employee;

          (b)  The Board of Directors  (the "Board"  which term shall include an
               authorized  committee of the Board of Directors) and shareholders
               of the Company have  heretofore  adopted a 2001  Incentive  Stock
               Plan  (the  "Plan"),  pursuant  to  which  this  Option  is being
               granted;  and

          (c)  The  Board  has   authorized   the  granting  to  Optionee  of  a
               nonstatutory stock option ("Option") to purchase shares of common
               stock of the  Company  ("Stock")  upon the terms  and  conditions
               hereinafter stated and pursuant to an exemption from registration
               under the  Securities  Act of 1933,  as amended (the  "Securities
               Act") provided by Rule 701 thereunder.

     3.  Shares;  Price.  The Company  hereby  grants to  Optionee  the right to
purchase, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) above (the  "Shares")  for cash (or
other consideration as is authorized under the Plan and acceptable to the Board,
in their  sole and  absolute  discretion)  at the  price  per Share set forth in
Section 1(d) above (the "Exercise Price"),  such price being not less than [e.g.
85%] of the fair market value per share of the Shares  covered by this Option as
of the date hereof.

     4. Term of Option.  This Option shall expire,  and all rights  hereunder to
purchase the Shares,  shall  terminate  10 years from the date  hereof.  Nothing
contained  herein  shall be  construed to interfere in any way with the right of
the Company to terminate Optionee as a consultant to the Company, or to increase
or decrease the compensation  paid to Optionee from the rate in effect as of the
date hereof.

     5. Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof,
this Option shall become exercisable during the period that Optionee serves as a
consultant  of the  Company  in  equal  annual  installments,  each  installment
covering a fraction of the  Shares,  the  numerator  of which is one (1) and the
denominator  of which is the number of years in the term of this  Option (not to
exceed  5).  The  first  installment  shall  become  exercisable  on  the  first
anniversary  of the date of this Option,  and an  additional  installment  shall
become  exercisable on each successive  anniversary date during the term of this
Option,  except the last such  anniversary  date.  The final  installment  shall
become  exercisable  ninety  days  prior to the  expiration  of the term of this
Option.  The  installments  shall  be  cumulative  (i.e.,  this  option  may  be
exercised,  as to any or all shares  covered by an  installment,  at any time or
times  after  an  installment   becomes  exercisable  and  until  expiration  or
termination of this option).



     6.  Exercise.  This Option shall be exercised by delivery to the Company of
(a) written notice of exercise  stating the number of Shares being purchased (in
whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the
Exercise Price of the Shares covered by the notice (or such other  consideration
as has been approved by the Board of Directors consistent with the Plan) and (c)
a written investment  representation as provided for in Section 13 hereof.  This
Option shall not be assignable or transferable, except by will or by the laws of
descent and  distribution,  and shall be exercisable only by Optionee during his
or  her  lifetime.

     7.  Termination  of Service.  If Optionee's  service as a consultant to the
Company  terminates for any reason, no further  installments shall vest pursuant
to Section 5, and Optionee  shall have the right at any time within  thirty (30)
days  following  such  termination  of  services or the  remaining  term of this
Option,  whichever is the lesser, to exercise in whole or in part this Option to
the extent,  but only to the extent,  that this Option was exercisable as of the
date Optionee ceased to be a consultant to the Company;  provided,  however,  if
Optionee  is  terminated  for  reasons  that  would  justify  a  termination  of
employment  "for cause" as  contemplated  by Section ______ of the Florida Labor
Code and  case law  related  thereto,  the  foregoing  right to  exercise  shall
automatically  terminate on the date  Optionee  ceases to be a consultant to the
Company  as to all  Shares  covered  by  this  Option  not  exercised  prior  to
termination.  Unless  earlier  terminated,  all rights  under this Option  shall
terminate  in any event on the  expiration  date of this  Option as  defined  in
Section 4 hereof.

 8. Death of Optionee.  If the Optionee shall die while serving
as a consultant to the Company, Optionee's personal representative or the person
entitled to Optionee's  rights hereunder may at any time within ninety (90) days
after the date of Optionee's death, or during the remaining term of this Option,
whichever is the lesser, exercise this Option and purchase Shares to the extent,
but only to the extent, that Optionee could have exercised this Option as of the
date of  Optionee's  death;  provided,  in any case,  that this Option may be so
exercised only to the extent that this Option has not previously  been exercised
by Optionee.

     9. No Rights as Shareholder. Optionee shall have no rights as a shareholder
with respect to the Shares  covered by any  installment of this Option until the
effective date of the issuance of shares  following  exercise of this to Option,
and no  adjustment  will be made for  dividends  or other  rights  for which the
record  date is prior to the date such stock  certificate  or  certificates  are
issued except as provided in Section 10 hereof.

     10. Recapitalization. Subject to any required action by the shareholders of
the Company, the number of Shares covered by this Option, and the Exercise Price
thereof,  shall be proportionately  adjusted for any increase or decrease in the
number of issued shares  resulting from a subdivision or consolidation of shares
or the  payment of a stock  dividend,  or any other  increase or decrease in the
number of such shares effected  without receipt of consideration by the Company;
provided  however  that the  conversion  of any  convertible  securities  of the
Company  shall  not  be  deemed  having  been  "effected   without   receipt  of
consideration  by the  Company."  In the  event  of a  proposed  dissolution  or
liquidation of the Company,  a merger or  consolidation  in which the Company is
not the surviving entity, or a sale of all or substantially all of the assets or
capital stock of the Company  (collectively,  a  "Reorganization"),  this Option
shall terminate  immediately  prior to the consummation of such proposed action,
unless otherwise provided by the Board; provided,  however, if Optionee shall be
a consultant at the time such  Reorganization  is approved by the  stockholders,
Optionee  shall have the right to exercise  this Option as to all or any part of
the Shares,  without  regard to the  installment  provisions of Section 5, for a
period  beginning 30 days prior to the consummation of such  Reorganization  and
ending as of the  Reorganization or the expiration of this Option,  whichever is
earlier,  subject to the consummation of the  Reorganization.  In any event, the
Company shall notify  Optionee,  at least 30 days prior to the  consummation  of
such  Reorganization,  of his exercise rights, if any, and that the Option shall
terminate upon the consummation of the  Reorganization.  Subject to any required
action by the shareholders of the Company, if the Company shall be the surviving
entity in any merger or  consolidation,  this Option thereafter shall pertain to
and apply to the  securities  to which a holder of  Shares  equal to the  Shares
subject to this  Option  would have been  entitled  by reason of such  merger or
consolidation,  and the  installment  provisions of Section 5 shall  continue to
apply.  In the  event of a change  in the  shares of the  Company  as  presently
constituted, which is limited to a change of all of its authorized Stock without
par value into the same  number of shares of Stock with a par value,  the shares
resulting  from any such  change  shall be deemed to be the  Shares  within  the
meaning of this Option. To the extent that the foregoing  adjustments  relate to
shares or  securities  of the  Company,  such  adjustments  shall be made by the
Board,  whose  determination  in  that  respect  shall  be  final,  binding  and
conclusive.  Except as hereinbefore  expressly provided,  Optionee shall have no
rights by reason of any subdivision or  consolidation  of shares of Stock of any
class or the payment of any stock  dividend or any other increase or decrease in
the number of shares of stock of any  class,  and the number and price of Shares
subject to this Option  shall not be affected  by, and no  adjustments  shall be
made by reason of, any dissolution,  liquidation,  merger, consolidation or sale
of assets or capital  stock,  or any issue by the  Company of shares of stock of
any class or securities convertible into shares of stock of any class. The grant
of this Option  shall not affect in any way the right or power of the Company to
make adjustments,  reclassifications,  reorganizations or changes in its capital
or business structure or to merge, consolidate, dissolve or liquidate or to sell
or  transfer  all or any part of its  business  or  assets.



     11.  Taxation  upon Exercise of Option.  Optionee  understands  that,  upon
exercise of this Option,  Optionee will recognize income,  for Federal and state
income tax  purposes,  in an amount equal to the amount by which the fair market
value of the Shares, determined as of the date of exercise, exceeds the Exercise
Price. The acceptance of the Shares by Optionee shall constitute an agreement by
Optionee to report such income in  accordance  with then  applicable  law and to
cooperate  with  Company  in   establishing   the  amount  of  such  income  and
corresponding deduction to the Company for its income tax purposes.  Withholding
for federal or state income and  employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation,  or, if such current
compensation is insufficient to satisfy  withholding tax liability,  the Company
may  require  Optionee  to make a cash  payment  to cover  such  liability  as a
condition  of the  exercise of this  Option.

     12. Modification, Extension and Renewal of Options. The Board or Committee,
as described in the Plan, may modify,  extend or renew this Option or accept the
surrender  thereof (to the extent not  theretofore  exercised) and authorize the
granting  of  a  new  option  in  substitution  therefore  (to  the  extent  not
theretofore   exercised),   subject  at  all  times  to  the  Plan,   the  Code.
Notwithstanding  the foregoing  provisions  of this Section 12, no  modification
shall, without the consent of the Optionee, alter to the Optionee's detriment or
impair any rights of Optionee hereunder.

     13. Investment Intent; Restrictions on Transfer.

          (a)  Optionee  represents  and agrees that if Optionee  exercises this
               Option in whole or in part,  Optionee  will in each case  acquire
               the Shares upon such exercise for the purpose of  investment  and
               not  with a view  to,  or for  resale  in  connection  with,  any
               distribution  thereof; and that upon such exercise of this Option
               in whole or in part,  Optionee (or any person or persons entitled
               to exercise this Option under the  provisions of Sections 7 and 8
               hereof) shall furnish to the Company a written  statement to such
               effect, satisfactory to the Company in form and substance. If the
               Shares  represented  by this  Option  are  registered  under  the
               Securities  Act,  either  before  or after the  exercise  of this
               Option in whole or in part, the Optionee shall be relieved of the
               foregoing  investment  representation and agreement and shall not
               be required to furnish the  Company  with the  foregoing  written
               statement.

          (b)  Optionee  further  represents that Optionee has had access to the
               financial statements or books and records of the Company, has had
               the  opportunity  to ask questions of the Company  concerning its
               business,  operations  and  financial  condition,  and to  obtain
               additional   information   reasonably  necessary  to  verify  the
               accuracy of such information.

          (c)  Unless  and until  the  Shares  represented  by this  Option  are
               registered   under   the   Securities   Act,   all   certificates
               representing the Shares and any certificates  subsequently issued
               in  substitution  therefor and any certificate for any securities
               issued pursuant to any stock split, share reclassification, stock
               dividend or other  similar  capital  event shall bear  legends in
               substantially the following form:

THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  OR OTHERWISE  QUALIFIED  UNDER THE
SECURITIES  ACT OF 1933  (THE  'SECURITIES  ACT') OR  UNDER  THE  APPLICABLE  OR
SECURITIES LAWS OF ANY STATE.  NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN
MAY BE SOLD,  TRANSFERRED,  PLEDGED OR  OTHERWISE  DISPOSED OF IN THE ABSENCE OF
REGISTRATION  UNDER THE SECURITIES ACT OR ANY APPLICABLE  SECURITIES LAWS OF ANY
STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ISSUED  PURSUANT TO THAT
CERTAIN  NONSTATUTORY  STOCK  OPTION  AGREEMENT  DATED  ___________  BETWEEN THE
COMPANY AND THE ISSUEE  WHICH  RESTRICTS  THE TRANSFER OF THESE SHARES WHICH ARE
SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.



and/or  such  other  legend or  legends  as the  Company  and its  counsel  deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

     14.  Stand-off  Agreement.  Optionee  agrees that, in  connection  with any
registration of the Company's  securities under the Securities Act, and upon the
request of the Company or any underwriter  managing an underwritten  offering of
the  Company's  securities,  Optionee  shall not sell,  short any sale of, loan,
grant an option  for,  or  otherwise  dispose of any of the Shares  (other  than
Shares  included  in the  offering)  without  the prior  written  consent of the
Company or such managing underwriter,  as applicable,  for a period of up to one
year  following  the  effective  date  of  registration  of such  offering.

     15. Restriction Upon Transfer.  The Shares may not be sold,  transferred or
otherwise disposed of and shall not be pledged or otherwise  hypothecated by the
Optionee except as hereinafter provided.

          (a)  Repurchase  Right on  Termination  Other Than for Cause.  For the
               purposes of this  Section,  a  "Repurchase  Event"  shall mean an
               occurrence of one of (i)  termination of Optionee's  service as a
               consultant,  voluntary or involuntary  and with or without cause;
               (ii)  retirement  or  death  of  Optionee;  (iii)  bankruptcy  of
               Optionee,  which shall be deemed to have  occurred as of the date
               on which a voluntary or  involuntary  petition in  bankruptcy  is
               filed with a court of competent jurisdiction; (iv) dissolution of
               the  marriage of  Optionee,  to the extent that any of the Shares
               are  allocated  as the sole and separate  property of  Optionee's
               spouse  pursuant  thereto (in which case, this Section shall only
               apply to the Shares so affected);  or (v) any attempted  transfer
               by the Optionee of Shares, or any interest therein,  in violation
               of this Agreement. Upon the occurrence of a Repurchase Event, the
               Company  shall  have  the  right  (but  not  an   obligation)  to
               repurchase  all or any  portion  of the  Shares  of 140.50 of the
               Rules of the  Optionee  at a price equal to the fair value of the
               Shares as of the date of the Repurchase Event.

          (b)  Repurchase   Right  on  Termination   for  Cause.  In  the  event
               Optionee's  service as a consultant  is terminated by the Company
               "for  cause" (as  contemplated  by Section  7),  then the Company
               shall have the right (but not an obligation) to repurchase Shares
               of Optionee at a price equal to the Exercise Price. Such right of
               the  Company  to  repurchase  Shares  shall  apply to 100% of the
               Shares  for one (1) year  from the  date of this  Agreement;  and
               shall thereafter lapse ratably in equal annual increments on each
               anniversary  of the date of this  Agreement over the term of this
               Option  specified  in Section 4. In addition,  the Company  shall
               have the right,  in the sole  discretion of the Board and without
               obligation,  to repurchase  upon any such  termination of service
               for cause all or any  portion  of the  Shares of  Optionee,  at a
               price  equal to the fair  value of the  Shares  as of the date of
               termination,  which right is not subject to the foregoing lapsing
               of rights.  In the event the  Company  elects to  repurchase  the
               Shares,  the  stock  certificates  representing  the  same  shall
               forthwith  be  returned  to the  Company  for  cancellation.

          (c)  Exercise  of  Repurchase   Right.   Any  repurchase  right  under
               Paragraphs  15(a) or 15(b) shall be exercised by giving notice of
               exercise  as  provided  herein  to  Optionee  or  the  estate  of
               Optionee, as applicable.  Such right shall be exercised,  and the
               repurchase  price thereunder shall be paid, by the Company within
               a ninety (90) day period  beginning  on the date of notice to the
               Company of the occurrence of such Repurchase Event (except in the
               case of  termination  of  employment  or  retirement,  where such
               option period shall begin upon the  occurrence of the  Repurchase
               Event).  Such repurchase  price shall be payable only in the form
               of cash  (including  a check  drafted  on  immediately  available
               funds) or  cancellation  of purchase  money  indebtedness  of the
               Optionee for the Shares. If the Company can not purchase all such
               Shares because it is unable to meet the financial tests set forth
               in the Florida  corporation law, the Company shall have the right
               to purchase as many Shares as it is permitted  to purchase  under
               such sections.  Any Shares not purchased by the Company hereunder
               shall no longer be subject to the provisions of this Section 15.


          (d)  Right of First Refusal. In the event Optionee desires to transfer
               any Shares during his or her lifetime, Optionee shall first offer
               to sell such Shares to the Company. Optionee shall deliver to the
               Company  written  notice of the  intended  sale,  such  notice to
               specify the number of Shares to be sold,  the  proposed  purchase
               price and terms of payment, and grant the Company an option for a
               period  of  thirty  days  following  receipt  of such  notice  to
               purchase the offered  Shares upon the same terms and  conditions.
               To exercise  such option,  the Company  shall give notice of that
               fact to  Optionee  within the thirty  (30) day notice  period and
               agree to pay the  purchase  price in the manner  provided  in the
               notice.  If the Company  does not  purchase  all of the Shares so
               offered during foregoing  option period,  Optionee shall be under
               no obligation  to sell any of the offered  Shares to the Company,
               but may  dispose  of such  Shares in any lawful  manner  during a
               period of one hundred and eighty (180) days  following the end of
               such notice period,  except that Optionee shall not sell any such
               Shares  to any  other  person  at a  lower  price  or  upon  more
               favorable terms than those offered to the Company.



          (e)  Acceptance  of  Restrictions.  Acceptance  of  the  Shares  shall
               constitute the Optionee's  agreement to such restrictions and the
               legending   of   his    certificates    with   respect   thereto.
               Notwithstanding  such  restrictions,  however,  so  long  as  the
               Optionee is the holder of the Shares, or any portion thereof,  he
               shall be  entitled to receive  all  dividends  declared on and to
               vote the Shares  and to all other  rights of a  shareholder  with
               respect thereto.

          (f)  Permitted  Transfers.  Notwithstanding  any  provisions  in  this
               Section 15 to the  contrary,  the Optionee  may  transfer  Shares
               subject  to  this  Agreement  to  his  or  her  parents,  spouse,
               children,  or  grandchildren,  or a trust for the  benefit of the
               Optionee or any such transferee(s); provided, that such permitted
               transferee(s) shall hold the Shares subject to all the provisions
               of this Agreement (all references to the Optionee herein shall in
               such cases refer mutatis  mutandis to the  permitted  transferee,
               except in the case of clause  (iv) of Section  15(a)  wherein the
               permitted transfer shall be deemed to be rescinded); and provided
               further,  that  notwithstanding  any  other  provisions  in  this
               Agreement,   a  permitted  transferee  may  not,  in  turn,  make
               permitted  transfers  without the written consent of the Optionee
               and the Company.

          (g)  Release of  Restrictions on Shares.  All rights and  restrictions
               under this Section 15 shall  terminate  five (5) years  following
               the date of this Agreement,  or when the Company's securities are
               publicly traded, whichever occurs earlier.

     16. Notices. Any notice required to be given pursuant to this Option or the
Plan shall be in writing and shall be deemed to be delivered upon receipt or, in
the case of notices  by the  Company,  five (5) days  after  deposit in the U.S.
mail,  postage  prepaid,  addressed to Optionee at the address last  provided by
Optionee for use in Company records related to Optionee.

     17. Agreement Subject to Plan; Applicable Law. This Option is made pursuant
to the Plan and shall be interpreted to comply therewith. A copy of such Plan is
available to Optionee, at no charge, at the principal office of the Company. Any
provision of this Option inconsistent with the Plan shall be considered void and
replaced  with the  applicable  provision  of the  Plan.  This  Option  has been
granted,  executed and delivered in the State of Florida, and the interpretation
and  enforcement  shall be  governed  by the laws  thereof  and  subject  to the
exclusive  jurisdiction of the courts therein.  IN WITNESS WHEREOF,  the parties
hereto have executed this Option as of the date first above written.


                                                                Zeta Corporation

                                                      By: ______________________

                                                      --------------------------
                                                                       Optionee


(one of the following, as appropriate, shall be signed)


I certify that as of the date               By his or her signature, the
hereof I am unmarried                       spouse of Optionee hereby agrees
                                            to be bound by the provisions of
                                            the foregoing RESTRICTED STOCK
                                            PURCHASE AGREEMENT

- ----------------------------                --------------------------------
Optionee                                    Spouse of Optionee




                                   Appendix A

                               NOTICE OF EXERCISE

Zeta Corporation
============



                          Re: Nonstatutory Stock Option

         Notice is hereby given pursuant to Section 6 of my Nonstatutory Stock
Option Agreement that I elect to purchase the number of shares set forth below
at the exercise price set forth in my option agreement:

Nonstatutory Stock Option Agreement dated: ____________

Number of shares being purchased: ____________

Exercise Price: $____________

     A check in the amount of the aggregate  price of the shares being purchased
is attached.

     I hereby  confirm  that such  shares  are being  acquired  by me for my own
account  for  investment  purposes,  and not with a view to,  or for  resale  in
connection  with,  any  distribution  thereof.  I will not sell or dispose of my
Shares in violation of the Securities Act of 1933, as amended, or any applicable
federal or state securities laws.

     I understand that the certificate  representing the Option Shares will bear
a  restrictive  legend within the  contemplation  of the  Securities  Act and as
required  by such other  state or federal law or  regulation  applicable  to the
issuance or delivery of the Option Shares.

     Further,  I understand that, as a result of this exercise of rights, I will
recognize income in an amount equal to the amount by which the fair market value
of the Shares  exceeds  the  exercise  price.  I agree to report  such income in
accordance   with  then   applicable  law  and  to  cooperate  with  Company  in
establishing the withholding and corresponding  deduction to the Company for its
income tax purposes.

     I agree to provide to the Company such additional  documents or information
as may be required pursuant to the Company's 2001 Incentive Stock Plan.


                                                      --------------------------
                                                                     (signature)

                                                      --------------------------
                                                              (name of Optionee)


                                    EXHIBIT C

                                ZETA CORPORATION

                              STOCK AWARD AGREEMENT

     THIS STOCK AWARD AGREEMENT ("Agreement") is made and entered into as of the
date set forth below,  by and between Zeta  Corporation,  a Florida  corporation
(the "Company"),  and the employee,  director or consultant of the Company named
in Section 1(b). ("Grantee"):

     In  consideration  of the covenants  herein set forth,  the parties  hereto
agree as follows:

     1. Stock Award Information.

          (a)  Date of Award:

          (b)  Grantee:

          (c)  Number of Shares:

          (d)  Original Value:

     2. Acknowledgements.

          (a)  Grantee is a [employee/director/consultant] of the Company.

          (b)  The Company has adopted a 2001 Incentive  Stock Plan (the "Plan")
               under which the Company's  common stock  ("Stock") may be offered
               to directors,  officers, employees and consultants pursuant to an
               exemption from registration  under the Securities Act of 1933, as
               amended (the "Securities Act") provided by Rule 701 thereunder.



     3. Shares; Value. The Company hereby grants to Grantee, upon and subject to
the terms and conditions herein stated,  the number of shares of Stock set forth
in  Section  1(c)  (the  "Shares"),  which  Shares  have a fair  value per share
("Original  Value")  equal to the  amount  set forth in  Section  1(d).  For the
purpose of this  Agreement,  the terms  "Share" or  "Shares"  shall  include the
original Shares plus any shares derived  therefrom,  regardless of the fact that
the  number,  attributes  or par value of such  Shares may have been  altered by
reason of any recapitalization,  subdivision,  consolidation,  stock dividend or
amendment of the corporate charter of the Company.  The number of Shares covered
by this  Agreement  and the  Original  Value  thereof  shall be  proportionately
adjusted for any increase or decrease in the number of issued  shares  resulting
from a  recapitalization,  subdivision or consolidation of shares or the payment
of a stock  dividend,  or any other  increase  or decrease in the number of such
shares effected without receipt of  consideration by the Company.

     4.  Investment  Intent.  Grantee  represents  and  agrees  that  Grantee is
accepting  the Shares for the purpose of  investment  and not with a view to, or
for resale in connection with, any distribution thereof; and that, if requested,
Grantee  shall  furnish  to the  Company a  written  statement  to such  effect,
satisfactory to the Company in form and substance.  If the Shares are registered
under the Securities Act, Grantee shall be relieved of the foregoing  investment
representation  and  agreement  and shall not be required to furnish the Company
with the foregoing written statement.

     5.  Restriction Upon Transfer.  The Shares may not be sold,  transferred or
otherwise disposed of and shall not be pledged or otherwise  hypothecated by the
Grantee except as  hereinafter  provided.

          (a)  Repurchase  Right on  Termination  Other Than for Cause.  For the
               purposes of this  Section,  a  "Repurchase  Event"  shall mean an
               occurrence of one of (i) termination of Grantee's  employment [or
               service as a  director/consultant]  by the Company,  voluntary or
               involuntary  and with or without cause;  (ii) retirement or death
               of Grantee; (iii) bankruptcy of Grantee, which shall be deemed to
               have occurred as of the date on which a voluntary or  involuntary
               petition  in  bankruptcy  is  filed  with a  court  of  competent
               jurisdiction; (iv) dissolution of the marriage of Grantee, to the
               extent  that  any of the  Shares  are  allocated  as the sole and
               separate  property of Grantee's spouse pursuant thereto (in which
               case,  this Section  shall only apply to the Shares so affected);
               or (v) any  attempted  transfer by the Grantee of Shares,  or any
               interest  therein,  in  violation  of this  Agreement.  Upon  the
               occurrence  of a  Repurchase  Event,  the Company  shall have the
               right (but not an  obligation)  to purchase all or any portion of
               the Shares of Grantee,  at a price equal to the fair value of the
               Shares  as  of  the  date  of  the  Repurchase   Event.  [10  CCR
               260.140.42(h)]

          (b)  Repurchase Right on Termination for Cause. In the event Grantee's
               employment [or service as a director/consultant] is terminated by
               the  Company  "for cause" (as  defined  below),  then the Company
               shall have the right (but not an obligation)  to purchase  Shares
               of Grantee at a price equal to the Original Value.  Such right of
               the Company to purchase  Shares shall apply to 100% of the Shares
               for one (1)  year  from  the date of this  Agreement;  and  shall
               thereafter  lapse  at the  rate of  twenty  percent  (20%) of the
               Shares  on each  anniversary  of the date of this  Agreement.  In
               addition,   the  Company  shall  have  the  right,  in  the  sole
               discretion  of the Board and without  obligation,  to  repurchase
               upon  termination  for cause all or any  portion of the Shares of
               Grantee,  at a price  equal to the fair value of the Shares as of
               the  date of  termination,  which  right  is not  subject  to the
               foregoing  lapsing  of  rights.  Termination  of  employment  [or
               service as a  director/consultant]  "for  cause"  means (i) as to
               employees or  consultants,  termination for cause as contemplated
               by Section  ______ of the Florida Labor Code and case law related
               thereto,  or as defined  in the Plan,  this  Agreement  or in any
               employment  [or  consulting]  agreement  between  the Company and
               Grantee, or (ii) as to directors, removal pursuant to the Florida
               corporation  law. In the event the Company elects to purchase the
               Shares,  the  stock  certificates  representing  the  same  shall
               forthwith  be  returned  to the  Company  for  cancellation.

          (c)  Exercise  of  Repurchase   Right.   Any  Repurchase  Right  under
               Paragraphs  4(a) or 4(b) shall be exercised  by giving  notice of
               exercise as provided  herein to Grantee or the estate of Grantee,
               as applicable.  Such right shall be exercised, and the repurchase
               price  thereunder  shall be paid, by the Company  within a ninety
               (90) day period beginning on the date of notice to the Company of
               the  occurrence of such  Repurchase  Event (except in the case of
               termination  or  cessation  of services as  director,  where such
               option period shall begin upon the  occurrence of the  Repurchase
               Event).  Such repurchase  price shall be payable only in the form
               of cash  (including  a check  drafted  on  immediately  available
               funds) or  cancellation  of purchase  money  indebtedness  of the
               Grantee for the Shares.  If the Company can not purchase all such
               Shares because it is unable to meet the financial tests set forth
               in the Florida  corporation law, the Company shall have the right
               to purchase as many Shares as it is permitted  to purchase  under
               such sections.  Any Shares not purchased by the Company hereunder
               shall no longer be subject to the  provisions  of this Section 5.



          (d)  Right of First Refusal.  In the event Grantee desires to transfer
               any Shares during his or her lifetime,  Grantee shall first offer
               to sell such Shares to the Company.  Grantee shall deliver to the
               Company  written  notice of the  intended  sale,  such  notice to
               specify the number of Shares to be sold,  the  proposed  purchase
               price and terms of payment, and grant the Company an option for a
               period  of  thirty  days  following  receipt  of such  notice  to
               purchase the offered  Shares upon the same terms and  conditions.
               To exercise  such option,  the Company  shall give notice of that
               fact to  Grantee  within the  thirty  (30) day notice  period and
               agree to pay the  purchase  price in the manner  provided  in the
               notice.  If the Company  does not  purchase  all of the Shares so
               offered during foregoing option period, Grantee shall be under no
               obligation to sell any of the offered Shares to the Company,  but
               may dispose of such Shares in any lawful  manner  during a period
               of one hundred and eighty  (180) days  following  the end of such
               notice period, except that Grantee shall not sell any such Shares
               to any other person at a lower price or upon more favorable terms
               than  those   offered  to  the   Company.

          (e)  Acceptance  of  Restrictions.  Acceptance  of  the  Shares  shall
               constitute the Grantee's  agreement to such  restrictions and the
               legending   of   his    certificates    with   respect   thereto.
               Notwithstanding  such  restrictions,  however,  so  long  as  the
               Grantee is the holder of the Shares,  or any portion thereof,  he
               shall be  entitled to receive  all  dividends  declared on and to
               vote the Shares  and to all other  rights of a  shareholder  with
               respect thereto.

          (f)  Permitted  Transfers.  Notwithstanding  any  provisions  in  this
               Section  5 to the  contrary,  the  Grantee  may  transfer  Shares
               subject  to  this  Agreement  to  his  or  her  parents,  spouse,
               children,  or  grandchildren,  or a trust for the  benefit of the
               Grantee or any such transferee(s);  provided, that such permitted
               transferee(s) shall hold the Shares subject to all the provisions
               of this Agreement (all  references to the Grantee herein shall in
               such cases refer mutatis  mutandis to the  permitted  transferee,
               except in the case of clause  (iv) of Section  5(a)  wherein  the
               permitted transfer shall be deemed to be rescinded); and provided
               further,  that  notwithstanding  any  other  provisions  in  this
               Agreement,   a  permitted  transferee  may  not,  in  turn,  make
               permitted  transfers  without the written  consent of the Grantee
               and the Company.

          (g)  Release of  Restrictions on Shares.  All rights and  restrictions
               under this Section 5 shall terminate five (5) years following the
               date of this  Agreement,  or when the  Company's  securities  are
               publicly traded, whichever occurs earlier.

     6.  Representations  and Warranties of the Grantee.  This Agreement and the
issuance  and grant of the Shares  hereunder  is made by the Company in reliance
upon  the  express  representations  and  warranties  of the  Grantee,  which by
acceptance hereof the Grantee confirms that:

          (a)  The Shares  granted to him pursuant to this  Agreement  are being
               acquired by him for his own account, for investment purposes, and
               not  with  a view  to,  or  for  sale  in  connection  with,  any
               distribution of the Shares. It is understood that the Shares have
               not  been  registered  under  the  Act by  reason  of a  specific
               exemption  from  the  registration  provisions  of the Act  which
               depends,  among  other  things,  upon the bona fide nature of his
               representations as expressed herein;

          (b)  The  Shares  must be held by him  indefinitely  unless  they  are
               subsequently  registered  under the Act and any applicable  state
               securities  laws,  or an  exemption  from  such  registration  is
               available.  The Company is under no  obligation  to register  the
               Shares or to make available any such exemption; and

          (c)  Grantee  further  represents  that  Grantee has had access to the
               financial statements or books and records of the Company, has had
               the  opportunity  to ask questions of the Company  concerning its
               business,  operations  and  financial  condition  and  to  obtain
               additional   information   reasonably  necessary  to  verify  the
               accuracy  of such  information,

          (d)  Unless  and  until  the  Shares  represented  by this  Grant  are
               registered   under   the   Securities   Act,   all   certificates
               representing the Shares and any certificates  subsequently issued
               in  substitution  therefor and any certificate for any securities
               issued pursuant to any stock split, share reclassification, stock
               dividend or other  similar  capital  event shall bear  legends in
               substantially the following form:


THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  OR OTHERWISE  QUALIFIED  UNDER THE
SECURITIES  ACT OF 1933  (THE  'SECURITIES  ACT') OR  UNDER  THE  APPLICABLE  OR
SECURITIES LAWS OF ANY STATE.  NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN
MAY BE SOLD,  TRANSFERRED,  PLEDGED OR  OTHERWISE  DISPOSED OF IN THE ABSENCE OF
REGISTRATION  UNDER THE SECURITIES ACT OR ANY APPLICABLE  SECURITIES LAWS OF ANY
STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.



THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ISSUED  PURSUANT TO THAT
CERTAIN STOCK AWARD  AGREEMENT  DATED  ____________  BETWEEN THE COMPANY AND THE
ISSUEE  WHICH  RESTRICTS  THE  TRANSFER  OF THESE  SHARES  WHICH ARE  SUBJECT TO
REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.

and/or  such  other  legend or  legends  as the  Company  and its  counsel  deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

          (e)  Grantee  understands  that he or she will recognize  income,  for
               Federal and state income tax purposes,  in an amount equal to the
               amount by which the fair market  value of the  Shares,  as of the
               date of grant,  exceeds  the price paid by Grantee,  if any.  The
               acceptance of the Shares by Grantee shall constitute an agreement
               by  Grantee  to  report  such  income  in  accordance  with  then
               applicable  law.  Withholding  for  federal  or state  income and
               employment  tax purposes will be made, if and as required by law,
               from  Grantee's  then current  compensation,  or, if such current
               compensation   is   insufficient   to  satisfy   withholding  tax
               liability, the Company may require Grantee to make a cash payment
               to cover such liability.

     7.  Stand-off  Agreement.  Grantee  agrees  that,  in  connection  with any
registration of the Company's  securities under the Securities Act, and upon the
request of the Company or any underwriter  managing an underwritten  offering of
the Company's securities, Grantee shall not sell, short any sale of, loan, grant
an option  for,  or  otherwise  dispose of any of the Shares  (other than Shares
included in the offering)  without the prior  written  consent of the Company or
such  managing  underwriter,  as  applicable,  for a period of at least one year
following the effective date of  registration  of such offering.  This Section 8
shall survive any termination of this Agreement.

     8.  Termination  of  Agreement.  This  Agreement  shall  terminate  on  the
occurrence  of any one of the  following  events:  (a) written  agreement of all
parties  to that  effect;  (b) a  proposed  dissolution  or  liquidation  of the
Company,  a merger or  consolidation  in which the Company is not the  surviving
entity, or a sale of all or substantially all of the assets of the Company;  (c)
the closing of any public offering of common stock of the Company pursuant to an
effective  registration  statement under the Securities Act; or (d) dissolution,
bankruptcy, or insolvency of the Company.

     9. Agreement  Subject to Plan;  Applicable Law. This Grant is made pursuant
to the Plan and shall be interpreted to comply therewith. A copy of such Plan is
available to Grantee, at no charge, at the principal office of the Company.  Any
provision of this Agreement  inconsistent with the Plan shall be considered void
and replaced  with the  applicable  provision  of the Plan.  This Grant shall be
governed  by the laws of the  State of  Florida  and  subject  to the  exclusive
jurisdiction of the courts therein.

     10. Miscellaneous.


          (a)  Notices.  Any  notice  required  to be  given  pursuant  to  this
               Agreement  or the Plan shall be in writing and shall be deemed to
               have been duly  delivered upon receipt or, in the case of notices
               by the  Company,  five (5) days after  deposit in the U.S.  mail,
               postage  prepaid,  addressed  to  Grantee  at  the  last  address
               provided by Grantee for use in the Company's records.

          (b)  Entire Agreement.  This instrument constitutes the sole agreement
               of the  parties  hereto  with  respect to the  Shares.  Any prior
               agreements, promises or representations concerning the Shares not
               included or reference herein shall be of no force or effect. This
               Agreement shall be binding on, and shall inure to the benefit of,
               the Parties hereto and their respective transferees, heirs, legal
               representatives, successors, and assigns.

          (c)  Enforcement.  This  Agreement  shall be construed  in  accordance
               with,  and  governed  by,  the laws of the State of  Florida  and
               subject to the exclusive  jurisdiction  of the courts  located in
               [insert county] county,  state of Florida. If Grantee attempts to
               transfer  any of the  Shares  subject to this  Agreement,  or any
               interest in them in violation of the terms of this Agreement, the
               Company  may  apply  to  any  court  for  an   injunctive   order
               prohibiting  such  proposed  transaction,  and  the  Company  may
               institute  and  maintain  proceedings  against  Grantee to compel
               specific  performance of this Agreement  without the necessity of
               proving the  existence  or extent of any damages to the  Company.
               Any  such  attempted  transaction  shares  in  violation  of this
               Agreement shall be null and void.

          (d)  Validity of Agreement.  The  provisions of this  Agreement may be
               waived, altered,  amended, or repealed, in whole or in part, only
               on the written consent of all parties hereto. It is intended that
               each  Section of this  Agreement  shall be viewed as separate and
               divisible,  and in the event that any Section shall be held to be
               invalid,  the  remaining  Sections  shall  continue to be in full
               force and effect.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                                                                Zeta Corporation

                                                      By: ______________________


                                                      --------------------------
                                                                       Grantee

(one of the following, as appropriate, shall be signed)


I certify that as of the date                By his or her signature, the
hereof I am unmarried                       spouse of Optionee hereby agrees
                                            to be bound by the provisions of
                                            the foregoing STOCK AWARD AGREEMENT

- ----------------------------                --------------------------------
Grantee                                     Spouse of Grantee


                                   EXHIBIT "D"

                                ZETA CORPORATION

                       RESTRICTED STOCK PURCHASE AGREEMENT

     THIS RESTRICTED STOCK PURCHASE AGREEMENT  ("Agreement") is made and entered
into as of the date set forth below, by and between Zeta Corporation,  a Florida
corporation  (the  "Company"),  and the employee,  director or consultant of the
Company named in Section 1(b). ("Grantee"):

     In  consideration  of the covenants  herein set forth,  the parties  hereto
agree as follows:

     1. Stock Purchase Information.

          (a)  Date of Agreement:

          (b)  Grantee:

          (c)  Number of Shares:

          (d)  Price per Share:

     2. Acknowledgements.

          (a)  Grantee is a [employee/director/consultant] of the Company.

          (b)  The Company has adopted a 2001 Incentive  Stock Plan (the "Plan")
               under which the Company's  common stock  ("Stock") may be offered
               to officers, employees,  directors and consultants pursuant to an
               exemption from registration  under the Securities Act of 1933, as
               amended (the "Securities Act") provided by Rule 701 thereunder.

          (c)  The Grantee  desires to purchase  shares of the Company's  common
               stock on the terms and conditions set forth herein.

     3. Purchase of Shares. The Company hereby agrees to sell and Grantee hereby
agrees to purchase,  upon and subject to the terms and conditions herein stated,
the number of shares of Stock set forth in Section 1(c) (the  "Shares"),  at the
price per Share set forth in Section 1(d) (the "Price"). For the purpose of this
Agreement,  the terms "Share" or "Shares" shall include the original Shares plus
any shares derived therefrom, regardless of the fact that the number, attributes
or  par  value  of  such  Shares  may  have  been   altered  by  reason  of  any
recapitalization, subdivision, consolidation, stock dividend or amendment of the
corporate charter of the Company. The number of Shares covered by this Agreement
shall be proportionately  adjusted for any increase or decrease in the number of
issued shares resulting from a recapitalization, subdivision or consolidation of
shares or the payment of a stock dividend,  or any other increase or decrease in
the number of such  shares  effected  without  receipt of  consideration  by the
Company.



     4.  Investment  Intent.  Grantee  represents  and  agrees  that  Grantee is
accepting  the Shares for the purpose of  investment  and not with a view to, or
for resale in connection with, any distribution thereof; and that, if requested,
Grantee  shall  furnish  to the  Company a  written  statement  to such  effect,
satisfactory to the Company in form and substance.  If the Shares are registered
under the Securities Act, Grantee shall be relieved of the foregoing  investment
representation  and  agreement  and shall not be required to furnish the Company
with the foregoing written statement.

     5.  Restriction Upon Transfer.  The Shares may not be sold,  transferred or
otherwise disposed of and shall not be pledged or otherwise  hypothecated by the
Grantee except as hereinafter provided.

          (a)  Repurchase  Right on  Termination  Other Than for Cause.  For the
               purposes of this  Section,  a  "Repurchase  Event"  shall mean an
               occurrence of one of (i) termination of Grantee's  employment [or
               service as a  director/consultant]  by the Company,  voluntary or
               involuntary  and with or without cause;  (ii) retirement or death
               of Grantee; (iii) bankruptcy of Grantee, which shall be deemed to
               have occurred as of the date on which a voluntary or  involuntary
               petition  in  bankruptcy  is  filed  with a  court  of  competent
               jurisdiction; (iv) dissolution of the marriage of Grantee, to the
               extent  that  any of the  Shares  are  allocated  as the sole and
               separate  property of Grantee's spouse pursuant thereto (in which
               case,  this Section  shall only apply to the Shares so affected);
               or (v) any  attempted  transfer by the Grantee of Shares,  or any
               interest  therein,  in  violation  of this  Agreement.  Upon  the
               occurrence  of a  Repurchase  Event,  the Company  shall have the
               right (but not an obligation) to repurchase all or any portion of
               the Shares of  Grantee at a price  equal to the fair value of the
               Shares as of the date of the Repurchase Event.

          (b)  Repurchase Right on Termination for Cause. In the event Grantee's
               employment [or service as a director/consultant] is terminated by
               the  Company  "for cause" (as  defined  below),  then the Company
               shall have the right (but not an obligation) to repurchase Shares
               of  Grantee  at a price  equal to the  Price.  Such  right of the
               Company to  repurchase  Shares  shall apply to 100% of the Shares
               for one (1)  year  from  the date of this  Agreement;  and  shall
               thereafter  lapse  at the  rate of  twenty  percent  (20%) of the
               Shares  on each  anniversary  of the date of this  Agreement.  In
               addition,   the  Company  shall  have  the  right,  in  the  sole
               discretion  of the Board and without  obligation,  to  repurchase
               upon  termination  for cause all or any  portion of the Shares of
               Grantee,  at a price  equal to the fair value of the Shares as of
               the  date of  termination,  which  right  is not  subject  to the
               foregoing  lapsing  of  rights.  Termination  of  employment  [or
               service as a  director/consultant]  "for  cause"  means (i) as to
               employees and consultants,  termination for cause as contemplated
               by Section  ______ of the Florida Labor Code and case law related
               thereto,  or as defined  in the Plan,  this  Agreement  or in any
               employment  [or  consulting]  agreement  between  the Company and
               Grantee, or (ii) as to directors, removal pursuant to the Florida
               corporation  law. In the event the Company  elects to  repurchase
               the Shares,  the stock  certificates  representing the same shall
               forthwith  be  returned  to the  Company  for  cancellation.

          (c)  Exercise  of  Repurchase   Right.   Any  Repurchase  Right  under
               Paragraphs  4(a) or 4(b) shall be exercised  by giving  notice of
               exercise as provided  herein to Grantee or the estate of Grantee,
               as applicable.  Such right shall be exercised, and the repurchase
               price  thereunder  shall be paid, by the Company  within a ninety
               (90) day period beginning on the date of notice to the Company of
               the  occurrence of such  Repurchase  Event (except in the case of
               termination of employment or retirement, where such option period
               shall begin upon the  occurrence of the Repurchase  Event).  Such
               repurchase  price  shall  be  payable  only  in the  form of cash
               (including a check  drafted on  immediately  available  funds) or
               cancellation  of purchase money  indebtedness  of the Grantee for
               the  Shares.  If the  Company  can not  purchase  all such Shares
               because it is unable to meet the financial tests set forth in the
               Florida  corporation  law,  the  Company  shall have the right to
               purchase as many Shares as it is permitted to purchase under such
               sections. Any Shares not purchased by the Company hereunder shall
               no longer be subject to the provisions of this Section 5.

          (d)  Right of First Refusal.  In the event Grantee desires to transfer
               any Shares during his or her lifetime,  Grantee shall first offer
               to sell such Shares to the Company.  Grantee shall deliver to the
               Company  written  notice of the  intended  sale,  such  notice to
               specify the number of Shares to be sold,  the  proposed  purchase
               price and terms of payment, and grant the Company an option for a
               period  of  thirty  days  following  receipt  of such  notice  to
               purchase the offered  Shares upon the same terms and  conditions.
               To exercise  such option,  the Company  shall give notice of that
               fact to  Grantee  within the  thirty  (30) day notice  period and
               agree to pay the  purchase  price in the manner  provided  in the
               notice.  If the Company  does not  purchase  all of the Shares so
               offered during foregoing option period, Grantee shall be under no
               obligation to sell any of the offered Shares to the Company,  but
               may dispose of such Shares in any lawful  manner  during a period
               of one hundred and eighty  (180) days  following  the end of such
               notice period, except that Grantee shall not sell any such Shares
               to any other person at a lower price or upon more favorable terms
               than  those   offered  to  the   Company.

          (e)  Acceptance  of  Restrictions.  Acceptance  of  the  Shares  shall
               constitute the Grantee's  agreement to such  restrictions and the
               legending   of   his    certificates    with   respect   thereto.
               Notwithstanding  such  restrictions,  however,  so  long  as  the
               Grantee is the holder of the Shares,  or any portion thereof,  he
               shall be  entitled to receive  all  dividends  declared on and to
               vote the Shares  and to all other  rights of a  shareholder  with
               respect thereto.

          (f)  Permitted  Transfers.  Notwithstanding  any  provisions  in  this
               Section  5 to the  contrary,  the  Grantee  may  transfer  Shares
               subject  to  this  Agreement  to  his  or  her  parents,  spouse,
               children,  or  grandchildren,  or a trust for the  benefit of the
               Grantee or any such transferee(s);  provided, that such permitted
               transferee(s) shall hold the Shares subject to all the provisions
               of this Agreement (all  references to the Grantee herein shall in
               such cases refer mutatis  mutandis to the  permitted  transferee,
               except in the case of clause  (iv) of Section  5(a)  wherein  the
               permitted transfer shall be deemed to be rescinded); and provided
               further,  that  notwithstanding  any  other  provisions  in  this
               Agreement,   a  permitted  transferee  may  not,  in  turn,  make
               permitted  transfers  without the written  consent of the Grantee
               and the Company.

          (g)  Release of  Restrictions on Shares.  All rights and  restrictions
               under this Section 5 shall terminate five (5) years following the
               date upon which the Company  receives the full Price as set forth
               in  Section  3, or when the  Company's  securities  are  publicly
               traded, whichever occurs earlier.

     5.  Representations  and Warranties of the Grantee.  This Agreement and the
issuance  and grant of the Shares  hereunder  is made by the Company in reliance
upon  the  express  representations  and  warranties  of the  Grantee,  which by
acceptance hereof the Grantee confirms that:

          (a)  The Shares  granted to him pursuant to this  Agreement  are being
               acquired by him for his own account, for investment purposes, and
               not  with  a view  to,  or  for  sale  in  connection  with,  any
               distribution of the Shares. It is understood that the Shares have
               not  been  registered  under  the  Act by  reason  of a  specific
               exemption  from  the  registration  provisions  of the Act  which
               depends,  among  other  things,  upon the bona fide nature of his
               representations as expressed herein;

          (b)  The  Shares  must be held by him  indefinitely  unless  they  are
               subsequently  registered  under the Act and any applicable  state
               securities  laws,  or an  exemption  from  such  registration  is
               available.  The Company is under no  obligation  to register  the
               Shares or to make available any such exemption; and

          (c)  Grantee  further  represents  that  Grantee has had access to the
               financial statements or books and records of the Company, has had
               the  opportunity  to ask questions of the Company  concerning its
               business,  operations  and  financial  condition  and  to  obtain
               additional   information   reasonably  necessary  to  verify  the
               accuracy of such information,

          (d)  Unless  and  until  the  Shares  represented  by this  Grant  are
               registered   under   the   Securities   Act,   all   certificates
               representing the Shares and any certificates  subsequently issued
               in  substitution  therefor and any certificate for any securities
               issued pursuant to any stock split, share reclassification, stock
               dividend or other  similar  capital  event shall bear  legends in
               substantially the following form:

THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  OR OTHERWISE  QUALIFIED  UNDER THE
SECURITIES  ACT OF 1933  (THE  'SECURITIES  ACT') OR  UNDER  THE  APPLICABLE  OR
SECURITIES LAWS OF ANY STATE.  NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN
MAY BE SOLD,  TRANSFERRED,  PLEDGED OR  OTHERWISE  DISPOSED OF IN THE ABSENCE OF
REGISTRATION  UNDER THE SECURITIES ACT OR ANY APPLICABLE  SECURITIES LAWS OF ANY
STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN ISSUED  PURSUANT TO THAT
CERTAIN  RESTRICTED  STOCK PURCHASE  AGREEMENT  DATED  ____________  BETWEEN THE
COMPANY AND THE ISSUEE  WHICH  RESTRICTS  THE TRANSFER OF THESE SHARES WHICH ARE
SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.




and/or  such  other  legend or  legends  as the  Company  and its  counsel  deem
necessary or appropriate. Appropriate stop transfer instructions with respect to
the Shares have been placed with the Company's transfer agent.

          (e)  Grantee  understands  that he or she will recognize  income,  for
               Federal and state income tax purposes,  in an amount equal to the
               amount by which the fair market  value of the  Shares,  as of the
               date of Grant,  exceeds the price paid by Grantee. The acceptance
               of the Shares by Grantee shall constitute an agreement by Grantee
               to report such income in  accordance  with then  applicable  law.
               Withholding  for  federal  or state  income  and  employment  tax
               purposes will be made, if and as required by law, from  Grantee's
               then current  compensation,  or, if such current  compensation is
               insufficient to satisfy  withholding  tax liability,  the Company
               may  require  Grantee  to  make  a cash  payment  to  cover  such
               liability.

     7.  Stand-off  Agreement.  Grantee  agrees  that,  in  connection  with any
registration of the Company's  securities under the Securities Act, and upon the
request of the Company or any underwriter  managing an underwritten  offering of
the Company's securities, Grantee shall not sell, short any sale of, loan, grant
an option  for,  or  otherwise  dispose of any of the Shares  (other than Shares
included in the offering)  without the prior  written  consent of the Company or
such  managing  underwriter,  as  applicable,  for a period of at least one year
following the effective date of  registration  of such offering.  This Section 8
shall survive any termination of this Agreement.

     8.  Termination  of  Agreement.  This  Agreement  shall  terminate  on  the
occurrence  of any one of the  following  events:  (a) written  agreement of all
parties  to that  effect;  (b) a  proposed  dissolution  or  liquidation  of the
Company,  a merger or  consolidation  in which the Company is not the  surviving
entity, or a sale of all or substantially all of the assets of the Company;  (c)
the closing of any public offering of common stock of the Company pursuant to an
effective registration statement under the Act; or (d) dissolution,  bankruptcy,
or insolvency of the Company.

     9. Agreement  Subject to Plan;  Applicable Law. This Grant is made pursuant
to the Plan and shall be interpreted to comply therewith. A copy of such Plan is
available to Grantee, at no charge, at the principal office of the Company.  Any
provision of this Agreement  inconsistent with the Plan shall be considered void
and replaced  with the  applicable  provision  of the Plan.  This Grant shall be
governed  by the laws of the  State of  Florida  and  subject  to the  exclusive
jurisdiction of the courts therein.

     10. Miscellaneous.

          (a)  Notices.  Any  notice  required  to be  given  pursuant  to  this
               Agreement  or the Plan shall be in writing and shall be deemed to
               have been duly  delivered upon receipt or, in the case of notices
               by the  Company,  five (5) days after  deposit in the U.S.  mail,
               postage  prepaid,  addressed  to  Grantee  at  the  last  address
               provided by Grantee for use in the Company's records.

          (b)  Entire Agreement.  This instrument constitutes the sole agreement
               of the  parties  hereto  with  respect to the  Shares.  Any prior
               agreements, promises or representations concerning the Shares not
               included or reference herein shall be of no force or effect. This
               Agreement shall be binding on, and shall inure to the benefit of,
               the Parties hereto and their respective transferees, heirs, legal
               representatives, successors, and assigns.

          (c)  Enforcement.  This  Agreement  shall be construed  in  accordance
               with,  and  governed  by,  the laws of the State of  Florida  and
               subject to the exclusive  jurisdiction  of the courts  located in
               [name of county] county, state of Florida. If Grantee attempts to
               transfer  any of the  Shares  subject to this  Agreement,  or any
               interest in them in violation of the terms of this Agreement, the
               Company  may  apply  to  any  court  for  an   injunctive   order
               prohibiting  such  proposed  transaction,  and  the  Company  may
               institute  and  maintain  proceedings  against  Grantee to compel
               specific  performance of this Agreement  without the necessity of
               proving the  existence  or extent of any damages to the  Company.
               Any  such  attempted  transaction  shares  in  violation  of this
               Agreement shall be null and void.

          (d)  Validity of Agreement.  The  provisions of this  Agreement may be
               waived, altered,  amended, or repealed, in whole or in part, only
               on the written consent of all parties hereto. It is intended that
               each  Section of this  Agreement  shall be viewed as separate and
               divisible,  and in the event that any Section shall be held to be
               invalid,  the  remaining  Sections  shall  continue to be in full
               force and effect.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.



                                                                ZETA CORPORATION

                                                      By: ______________________

                                                      --------------------------
                                                                         Grantee


(one of the following, as appropriate, shall be signed)


I certify that as of the date               By his or her signature, the
hereof I am unmarried                       spouse of Optionee hereby agrees
                                            to be bound by the provisions of
                                            the foregoing RESTRICTED STOCK
                                            PURCHASE AGREEMENT

- ----------------------------                --------------------------------
Grantee                                     Spouse of Grantee