Non-employee Director Stock Option Plan

EXHIBIT 10.11


CASCO INTERNATIONAL


1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


1. Purpose. The purpose of the CASCO INTERNATIONAL, INC. 1998 Non-Employee Director Stock Option Plan (the "Plan") is to provide for the receipt by Non-Employee Directors of the Company of stock options in order to further align their interests with those of the shareholders by increasing their proprietary interest in the Company.


2. Shares Subject to the Plan. Subject to the provisions of Section 10 of the Plan, 50,000 shares of common stock of the Company shall be reserved and may be optioned under the Plan. The reserved shares may be authorized and unissued shares or treasury shares of the Company or any combination of both as determined by the Board of Directors (the "Board") of the Company. If an option granted under the Plan ceases to be exercisable in whole or in part, the shares representing such option shall be available under the Plan for the grant of options in the future.


3. Administration of the Plan. The Plan shall be administered by the Board. Subject to and not inconsistent with the provisions of the Plan, the Board shall have complete authority in its discretion to interpret all provisions of the Plan consistently with the law, to prescribe the form of the instrument evidencing any option granted under the Plan, to adopt, amend, and rescind general and special rules and regulations for the administration of the Plan, and to make all other determinations necessary or advisable for administration of the Plan.


4. Eligibility and Grant of Options Under the Plan. Options may be granted at such times, in such amounts, and, to the extent not inconsistent with the Plan, on such terms as the Board shall determine. However, options shall be granted only to members of the Board who are not, at the time of such grant, employees of the Company or any of its subsidiaries.


5. Terms and Conditions of Options Granted Under the Plan. Each option granted under the Plan shall be evidenced by an agreement, in a form determined by the Board, which agreement shall set forth, among other things, the number of shares of the Company's common stock subject to the option and the price to be paid upon exercise of the option. Such agreement shall be subject to such other terms and conditions as the Board may deem appropriate. Provided, however, that at least six months must elapse between the date of the grant of any option pursuant to the Plan and the date of disposition of the shares of common stock of the Company issued pursuant to the exercise of such options. The option price per share shall be determined by the Board at the time an option is granted. Each option shall provide that the purchase price of the shares for which an option may be exercised shall be paid to the Company at the time of exercise by any of the following methods or any combination thereof: (a) cash, (b) certified or cashier's check payable to the order of the Company, (c) the delivery of whole shares of Company common stock owned by the option holder, or (d) by requesting that the Company withhold whole shares of common stock of the Company issuable upon exercise of the option (for purposes of such a transaction, the value of the shares of ...