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                                                                    EXHIBIT 4.11

                        BRIGHT TIGER TECHNOLOGIES, INC.

                             1996 STOCK OPTION PLAN

                      (AS AMENDED THROUGH OCTOBER 30, 1998)


        This Plan (the "Plan") of Bright Tiger Technologies, Inc., a Delaware
corporation (the "Company") provides that options for up to 1,293,840 shares(the
"Shares") of the Company's Common Stock, $.01 par value per share (the "Stock"),
may be granted to employees of the Company and its subsidiaries, as defined
below, and to others who are in a position to make significant contributions to
the success of the Company and its subsidiaries. Options granted pursuant to the
Plan may be either incentive stock options ("Incentive Options") as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
options that are not Incentive Options ("Nonqualified Options"), or both.

        1. PURPOSE. The purpose of this Plan is to attract and retain employees
and others who are in a position to contribute significantly to the success of
the Company, to reward such contributions, and to encourage optionholders to
advance the long term interests of the Company through ownership of its Stock.

        2. ADMINISTRATION.

               (a) BOARD OF DIRECTORS. The Plan shall be administered by the
Board of Directors of the Company (the "Board"). The Board, subject to the
express provisions of the Plan, shall determine those persons to be granted
options, the times when options shall be granted, the number of Shares subject
to each option, and the terms and conditions of each option, including whether
each option is an Incentive Option or a Nonqualified Option. The Board shall
establish the form of instruments granting options and any other instruments
under the Plan, and the rules and regulations for the administration of the
Plan, and may amend and rescind such instruments, rules and regulations. The
Board shall interpret the Plan and decide any questions and settle all
controversies and disputes that may arise in connection with the Plan, and such
determinations of the Board shall be conclusive and shall bind all parties.
Subject to Section 16, the Board may, both generally and in particular
instances, waive compliance by an optionholder with any obligation to be
performed under an option and waive any condition or provision of an option,
except that in the case of an Incentive Option the Board may not (other than in
accordance with Section 5) grant any such waiver if such waiver would cause the
Incentive Option to no longer qualify as an Incentive Option under Section 422
of the Code.

               (b) COMMITTEE. The Board may, in its discretion, delegate its
powers with respect to the Plan to a Stock Option Plan Committee (the
"Committee"), in which event all references to the Board hereunder shall be
deemed to refer to the Committee. The Committee shall be appointed by the Board
and shall consist of at least two persons, each of whom shall be a director of
the Company and each of whom shall be disinterested, as such term is defined
from time to time in Rule 16b-3 promulgated under the Securities Exchange Act of
1934 and each of whom shall be an outside Director, as defined in Section 162(m)
of the Code and related legislative history. A majority of the members of the
Committee shall constitute a quorum, and all determinations of the Committee
shall be made by a majority of its members. Any



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determination of the Committee under the Plan may be made without notice or
meeting of the Committee by a writing signed by all of the members of the
Committee.

               (c) With respect to the participation of any officer or director
in the Plan, his or her selection as an optionee, the number of option shares to
be allocated to such officer or director, the exercise price and vesting of the
options and all other terms and conditions of such options shall be determined
by, or only in accordance with, the recommendations of a Committee established
pursuant to the foregoing Section 2(b). The provisions of this Section 2(c)
shall not apply, however, with respect to any option granted prior to the date
of the first registration of an equity security of the Company under Section 12
of the Securities and Exchange Act of 1934, as amended.

        3. EFFECTIVE DATE AND TERM. This Plan shall become effective upon
adoption by the Board or approval by the stockholders by at least a majority
vote at a duly held meeting (or by written consent as provided by applicable
law), whichever is earlier, but shall not become effective unless stockholder
approval is obtained within twelve (12) months before or after the adoption of
the Plan by the Board. The Board may grant options under this Plan prior to such
approval, but any such option shall become effective as of the date of grant
only upon such approval and, accordingly, no such option may be exercisable
prior to such approval. This Plan shall terminate ten years after its effective
date.

        4. SHARES SUBJECT TO THE PLAN. The Shares shall be reserved for issuance
upon the exercise of options granted under the Plan. Shares subject to an option
which expires or is terminated may again be subjected to an option under the
Plan. Shares delivered under the Plan may be authorized but unissued Stock or
treasury Stock. No fractional Shares shall be issued under the Plan.

        5. CHANGES IN CAPITAL STOCK. In the event of a stock dividend, stock
split or combination of shares, recapitalization or other change in the
Company's capital stock, the number and kind of shares of stock or securities of
the Company subject to options then outstanding or subsequently granted under
the Plan, the maximum number of shares or securities that may be delivered under
the Plan, the exercise price, and other relevant provisions shall be adjusted
appropriately in a manner determined by the Board to be equitable, whose
determination shall be binding. The Board may also adjust the number of Shares
subject to outstanding options, the exercise price of outstanding options and
the terms of outstanding options to take into consideration material changes in
accounting practices or principles, consolidations or mergers, acquisitions or
dispositions of stock or property or any other event if it is determined by the
Board that such adjustment is appropriate to avoid distortion in the operation
of the Plan, provided that no such adjustment shall be made in the case of an
Incentive Option if it would constitute a modification, extension or renewal of
the option within the meaning of Section 424(h) of the Code, unless the
optionholder consents.

        6. ELIGIBILITY. All employees of the Company and its subsidiaries, as
well as those other persons or entities who, in the opinion of the Board, are in
a position to contribute significantly to the success of the Company or its
subsidiaries, shall be eligible to receive options under the Plan. A
"subsidiary" for purposes of the Plan shall be a subsidiary corporation as
defined in Section 424(f) of the Code. Incentive Options shall be granted only
to " employees"



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as defined in the applicable provisions of the Code and regulations thereunder.
Receipt of options under the Plan or of awards under any other employee benefit
plan of the Company or any of its subsidiaries shall not preclude an employee
from receiving options or additional options under the Plan. In granting options
the Board may include or exclude previous participants in the Plan as the Board
may determine.

        7. TERMS AND CONDITIONS OF OPTIONS.

               (a) NUMBER OF OPTIONS. The aggregate fair market value
(determined as of the time of grant) of the Shares with respect to which
Incentive Options are exercisable for the first time by an employee during any
calendar year (under the Plan and all other stock option plans of the Company or
its subsidiaries or any parent corporation) shall not exceed $100,000.

               (b) EXERCISE PRICE. The exercise price of each option shall be
determined by the Board but, in the case of an Incentive Option, shall not be
less than 100% (110% in the case of an Incentive Option granted to a ten-percent
stockholder) of the fair market value of the stock subject to the option on the
date of grant; nor shall the exercise price of any option be less, in the case
of an original issue of authorized stock, than par value. For this purpose, (i)
"fair market value" shall be determined by the Board in good faith on a basis
consistent with the provisions of Section 422 of the Code and the regulations
promulgated thereunder, and (ii) "ten percent stockholder" shall mean any
employee who at the time of grant owns directly, or is deemed to own by reason
of the attribution rules set forth in Section 424(d) of the Code, more than 10%
of the total combined voting power of all classes of stock of the Company or of
any of its parent or subsidiary corporations.

               (c) DURATION, VESTING AND CONDITIONS OF EXERCISE. Each option
shall be exercisable during such period or periods as the Board may determine,
but in no case after the expiration of ten years (five years in the case of an
Incentive Option granted to a "ten percent stockholder" as defined in (b) above)
from the date of grant. In the discretion of the Board, options may be
exercisable (i) in full upon grant or (ii) over or after a period of time
conditioned on satisfaction of certain Company, division, group, office,
individual or other performance criteria, including the continued performance of
services to the Company or its subsidiaries. In the case of an option not
immediately exercisable in full, the Board may at any time accelerate the time
at which all or any part of the option may be exercised.

        8. EXERCISE OF OPTIONS. Any exercise of an option shall be in writing
pursuant to a written instrument in the form prescribed by the Board, signed by
the proper person and delivered to the Company, accompanied by (a) such
documents as may be required by this Plan, by such written instrument, or by the
Board, and (b) payment as required by such written instrument for the number of
Shares for which the option is exercised. In addition, each exercise of an
option shall be subject to such additional conditions as may be required by the
Board, including without limitation those described in Section 9 of this Plan.
No exercise of an option shall be effective, and the Company shall not be
obligated to deliver any Shares, until all requirements and conditions for
exercise have been met to the satisfaction of the Board.



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        9. CONDITIONS TO EXERCISE OF OPTIONS. Except as waived by the Board in a
particular case, all the following conditions shall be complied with as a
condition to the exercise of each option granted under the Plan:

               (a) LEGAL MATTERS. In the opinion of the Company's counsel all
applicable federal and state laws and regulations, including securities laws and
regulations, shall have been complied with, and legal matters in connection with
the issuance and delivery of such Shares shall have been approved by the
Company's counsel.

               (b) LISTING AND REGISTRATION OF SHARES. If at any time the Board
shall determine that the listing, registration or qualification of the Shares
covered by any option upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of or in connection with the granting of
such option or the issuance or purchase of Shares thereunder, such option may
not be exercised in whole or in part unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board.

               (c) TAX UNDERTAKINGS. In the case of an option that is not an
Incentive Option, the Board may require the optionholder to remit to the Company
an amount sufficient to satisfy any federal, state or local withholding tax
requirements (or make other arrangements satisfactory to the Company with regard
to such taxes, including withholding from regular cash compensation or giving of
security to the Company adequate to meet the potential liability of the Company
for withholding of tax) prior to the delivery of any Shares pursuant to the
exercise of the option. In the case of an Incentive Option, if at the time the
option is exercised the Board determines that under applicable law and
regulations the Company could be liable for the withholding of any federal or
state tax with respect to a disposition of the Shares received upon exercise,
the Board may require the optionholder to agree (i) to inform the Company
promptly of any disposition (within the meaning of Section 424(c) of the Code
and the regulations thereunder) of Shares received upon exercise, and (ii) to
give such security as the Board deems adequate to meet the potential liability
of the Company for the withholding of tax, and to augment such security from
time to time in any amount reasonably deemed necessary by the Board to preserve
the adequacy of such security.

               (d) EVIDENCE OF AUTHORITY. If an option is exercised by the legal
representative of a deceased optionholder or by a person to whom the option has
been transferred by the optionholder's will or by applicable laws of descent and
distribution, the Company shall not be obligated to deliver Shares until
satisfied as to the authority of the person exercising the option.

               (e) RESTRICTIONS ON TRANSFER OF STOCK. If the sale of Shares has
not been registered under the Securities Act of 1933, as amended, or under
applicable state securities laws, the Company may require, as a condition to
exercise of an option, such representations or agreements from the optionholder
as counsel for the Company may consider appropriate to avoid violation of such
Act or such state securities laws and may require that the certificates
evidencing such Shares bear an appropriate legend restricting transfer. In
addition, the Board may require as conditions to the grant or exercise of any
option that the optionholder



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agree in writing to (i) restrictions on the transfer of Shares, (ii) a right of
first refusal of the Company to repurchase Shares in the event the holder
desires to sell such Shares, and (iii) a right of the Company to repurchase
Shares in the event of termination of employment or death or disability. Such
restrictions and rights on the part of the Company shall be identified in the
instrument granting the option.

        10. PAYMENT FOR SHARES.

               (a) EXERCISE PRICE. The exercise price for Shares purchased under
an option shall be paid as follows: (i) in cash or by certified check, bank
draft or money order payable to the order of the Company; (ii) if permitted by
the terms of the option (or in the case of a Nonqualified Option if permitted by
the Board), by the delivery of shares of Stock having a fair market value (as
determined by the Board in good faith in its reasonable discretion) on the date
of exercise equal to the exercise price, or (iii) by a combination of cash and
Stock.

               (b) PROMISSORY NOTE. To the extent permitted by any applicable
margin regulations of the Board of Governors of the Federal Reserve System and
other provisions of applicable law, the instrument granting an option may, in
the discretion of the Board, permit the exercise price for Shares to be paid by
payment of at least the par value by a combination of cash and Stock as provided
above, and delivery to the Company of the optionholder's promissory note for the
balance of the exercise price. Unless otherwise specified by the Board in the
instrument granting the option, such note (i) shall bear interest at least equal
to the Applicable Federal Rate, as determined under Section 1274(d) of the Code
and published by the Service on a monthly basis, in effect for the month of
exercise, (ii) shall be a fully recourse note, (iii) shall be secured by a
pledge of the Shares acquired by exercising the option, and (iv) shall be
payable in equal annual installments of principal and interest over a period of
not more than five years after the exercise date (except that any such note
shall be payable on demand in the event of termination of employment). Any such
promissory note shall be in a form satisfactory to the Company.

        11. NO RIGHTS AS STOCKHOLDER. Optionholders shall not have the rights of
stockholders with regard to options granted under the Plan, except as to Shares
actually purchased pursuant to such options.

        12. NON TRANSFERABILITY OF OPTIONS. Each option granted under this Plan
shall be transferable only by will or the laws of descent and distribution and
shall be exercisable during the lifetime of the person to whom the option is
granted only by such person. Except as permitted by the preceding sentence, no
option granted under the Plan or any of the rights and privileges thereby
conferred shall be transferred, assigned, pledged, hypothecated or otherwise
disposed of in any way (by operation of law or otherwise), and no such option,
right or privilege shall be subject to execution, attachment or similar process.
Upon any attempt so to transfer, assign, pledge, hypothecate or otherwise
dispose of any such option, right or privilege contrary to the provisions
hereof, or upon the levy of any attachment or similar process upon such option,
right or privilege, the option and such rights and privileges shall immediately
become null and void. Notwithstanding the above provisions of this Section 12,
any option granted under this Plan may be pledged or hypothecated to secure an
obligation to the Company.



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        13. TERMINATION OF EMPLOYMENT; DEATH OR DISABILITY.

               (a) TERMINATION IN GENERAL. Upon termination of the employment of
an optionholder, any unexercised options shall terminate immediately, except as
provided in Subsections (b), (c) and (d) below. For purposes of this Section 13,
employment shall not be considered terminated (i) in the case of sick leave or
other bona fide leave of absence approved for purposes of the Plan by the Board,
so long as the employee's right to re-employment is guaranteed either by statute
or by contract, or (ii) in the case of a transfer of employment among the
Company and its subsidiaries, or to the employment of a corporation (or a parent
or subsidiary corporation of such corporation) issuing or assuming an option,
which in the case of an Incentive Option is a transaction to which Section
424(a) of the Code applies. For all purposes of this Section 13, the term
"employment" shall include the relationships of optionholders to the Company as
directors, consultants and professional advisors.

               (b) TERMINATION NOT FOR CAUSE. Subject to Section 14(c), if such
termination was not "for cause" (as hereinafter defined), the optionholder may
exercise any option which was otherwise exercisable on the date of termination
for a period ending on the earlier of (i) the last day of the third month after
such termination and (ii) the expiration date of such option pursuant to the
first sentence of Section 7(c). For purposes hereof, the term "for cause" shall
mean only (i) the willful or reckless failure by the optionholder to perform his
duties under or willful or reckless violation of any written employment or
consulting agreement (other than a failure resulting from the optionholder's
death or disability), which failure or violation shall not have been cured
within fifteen (15) days after the receipt by the optionholder of written notice
thereof from the Board specifying with reasonable particularity such alleged
failure or violation; (ii) the commission by the optionholder of an act of fraud
or theft against the Company or any of its subsidiaries; or (iii) the conviction
of the optionholder of (or the plea by the optionholder of NOLO CONTENDERE to)
any felony.

               (c) DEATH. If termination of employment results from the
optionholder's death, any option which was otherwise exercisable by such
optionholder as of the time immediately before his or her death shall be
exercisable by the optionholder's estate or by any person who acquired the
options by bequest or inheritance for a period ending on the earlier of (i) one
year after the death of the optionholder and (ii) the expiration date of such
option pursuant to the first sentence of Section 7(c). The Board may permit any
option to be exercised for up to the total number of Shares subject to the
option, or grant an option which by its terms is exercisable for up to the total
number of Shares subject to the option, at any time within one year after the
death of the optionholder, consistent with the above provisions.

               (d) DISABILITY. If the termination of employment results from the
optionholder's disability, any option which was otherwise exercisable by such
optionholder immediately prior to the termination of his employment shall be
exercisable by him or her (or his or her legal representative) for a period
ending on the earlier of (i) one year after such termination and (ii) the
expiration date of such option pursuant to the first sentence of Section 7(c).
The Board may permit any option to be exercised for up to the total number of
Shares subject to the option, or grant an option which by its terms is
exercisable for up to the total number of Shares subject to the option, at any
time within one year after termination of



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employment, consistent with the above provisions. The term "disability" shall
for this purpose be defined as such term is defined in Section 22(e)(3) of the
Code.

        14. REORGANIZATIONS; DISSOLUTION.

               (a) SUBSTITUTE OPTIONS. If by reason of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization, or
liquidation the Board shall authorize the issuance or assumption of a stock
option in a transaction to which Section 424(a) of the Code applies, then,
notwithstanding any other provision of the Plan, the Board may grant an option
upon such terms and conditions as it may deem appropriate for the purpose of
assumption of the old option, or substitution of a new option for the old
option, in conformity with the provisions of said Section 424(a) of the Code and
the Regulations thereunder, and any such option shall not reduce the number of
shares otherwise available for issuance under the Plan.

               (b) TERMINATION OF OPTIONS. In the event of a consolidation or
merger in which the Company is not the surviving corporation, a Change in
Control of the Company (as defined below) or the sale or transfer of all or
substantially all the Company's assets, the Board, in its sole discretion, may
(i) accelerate the exercisability, prior to the effective date of such merger,
consolidation, Change in Control or sale of assets, of all outstanding options
granted under the Plan (and redesignate as Nonqualified Options any options or
portions thereof that were originally designated as Incentive Options but that
no longer so qualify under Section 422 of the Code), (ii) arrange, if there is a
surviving or acquiring corporation, subject to consummation of the merger,
consolidation or sale of assets, to have that corporation or an affiliate of
that corporation grant to employees and other optionholders replacement options
with substantially similar or, if not adverse to the optionees, different
provisions with respect to exercisability (upon which grant the options granted
under the Plan shall immediately terminate and be of no further force or effect)
which, however, in the case of Incentive Options, satisfy, in the determination
of the Board, the requirements of Section 424(a) of the Code, (iii) cancel all
outstanding options in exchange for consideration in cash or in kind in an
amount equal to the value of the shares, as determined by the Board in good
faith, the optionee would have received had the option been exercised (to the
extent then exercisable or to a greater extent, including in full, as the Board
may determine) less the option price therefor (upon which cancellation such
options shall immediately terminate and be of no further force or effect), (iv)
permit the purchaser of the Company's stock or assets to deliver to the
optionees the same kind of consideration that is delivered to the stockholders
of the Company in cancellation of such options in an amount equal to the value
of the shares, as determined by the Board in good faith, the optionee would have
received had the option been exercised (to the extent then exercisable or to a
greater extent, including in full, as the Board may determine), less the option
price therefor, or (v) take any combination (or none) of the foregoing actions.
For purposes of this Section 14(b), a "Change in Control" shall be deemed to
have occurred if (i) any person, or group of persons acting together, acquires
in any transaction or related series of transactions such number of shares of
voting securities of the Company as causes such person, or group of persons, to
own beneficially, directly or indirectly, as of the time immediately after such
transaction or series of transactions, fifty percent (50%) or more of the
outstanding voting securities of the Company and (ii) such person, or group of
persons, owned beneficially, directly and indirectly, less than



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fifty percent (50%) of such outstanding voting securities as of the time
immediately before such transaction or series of transactions.

               (c) DISSOLUTION OR LIQUIDATION. Upon the dissolution or
liquidation of the Company, all outstanding options granted under the Plan shall
terminate, but each optionee shall have the right, immediately prior to such
dissolution or liquidation, to exercise his or her options to the extent then
exercisable.

        15. EMPLOYMENT RIGHTS AND OTHER BENEFITS. Neither the adoption of the
Plan nor the grant of options shall confer upon any employee any right to
continued employment with the Company or any parent or subsidiary or affect in
any way the right of the Company or such parent or subsidiary to terminate the
employment of an employee at any time. Except as specifically provided by the
Board in any particular case, the loss of existing or potential profit in
options granted under this Plan shall not constitute an element of damages in
the event of termination of the employment of an employee even if the
termination is in violation of an obligation of the Company to the employee by
contract or otherwise. Nothing in this Plan shall restrict the authority of the
Board to grant stock options or to award bonuses or other benefits to employees
or others otherwise than pursuant to the Plan.

        16. DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION. The Board
may at any time abandon the Plan or discontinue granting options under the Plan.
With the consent of the optionholder, the Board may at any time cancel an
existing option in whole or in part and grant another option for such number of
shares as the Board specifies. The Board may at any time amend the Plan for the
purpose of satisfying the requirements of Section 422 of the Code or of any
changes in applicable laws or regulations or for any other purpose which may at
the time be permitted by law, or may at any time terminate the Plan as to any
further grants of options, provided that (except to the extent expressly
required or permitted herein above) no such amendment shall, without the
approval of the stockholders of the Company by at least a majority vote at a
duly held meeting (or by written consent as provided by applicable law), (a)
increase the maximum number of shares for which options may be granted under the
Plan, (b) change the group of employees eligible to receive options under the
Plan, (c) reduce the price at which Incentive Options may be granted, (d) extend
the time within which options may be granted, (e) alter the Plan in such a way
that Incentive Options already granted hereunder would not be considered
Incentive Options under Section 422 of the Code, (f) amend the provisions of
this Section 16, or (g) make any other change in the Plan which requires
stockholder approval under applicable law or regulations, including any approval
requirement which is a prerequisite for exemptive relief under Section 16 of the
Securities and Exchange Act of 1934. The termination or any modification or
amendment of the Plan shall not adversely affect the rights of any optionholder
under any option previously granted without his or her consent.

        17. COMPLIANCE WITH RULE 16b-3. It is intended that the provisions of
this Plan and any option granted thereunder to a person subject to the reporting
requirements of Section 16(a) of the Securities and Exchange Act of 1934, as
amended, shall comply in all respects with the terms and conditions of Rule
16b-3 promulgated under such Act or any successor provisions thereto. Any
agreement granting options shall contain such provisions as are necessary or
appropriate to assure such compliance. To the extent that any provision hereof
is



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found not to be in compliance with such Rule, such provision shall be deemed to
be modified so as to be in compliance with such Rule or, if such modification is
not possible, shall be deemed to be null and void, as it relates to a recipient
subject to Section 16(a) of the Securities and Exchange Act of 1934, as amended.



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