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                                                                Exhibit 10.35


                           NETWORK EVENT THEATER, INC.

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

                             1999 STOCK OPTION PLAN
                           --------------------------



                                    ARTICLE I

                                     PURPOSE

         The purpose of this Network Event Theater, Inc. 1999 Stock Option Plan
is to enhance the profitability and value of the Company for the benefit of its
stockholders by enabling the Company to offer employees of and Consultants to
the Company and its Affiliates stock-based incentives and other equity interests
in the Company, thereby creating a means to raise the level of stock ownership
by employees and Consultants in order to attract, retain and reward such
individuals and strengthen the mutuality of interests between such individuals
and the Company's stockholders.


                                   ARTICLE II

                                   DEFINITIONS

         For purposes of this Plan, the following terms shall have the following
meanings:

                  2.1 "Acquisition Event" has the meaning set forth in Section
         4.2(d).

                  2.2 "Affiliate" means each of the following: (i) any
         Subsidiary; (ii) any Parent; (iii) any corporation, trade or business
         (including, without limitation, a partnership or limited liability
         company) which is directly or indirectly controlled 50% or more
         (whether by ownership of stock, assets or an equivalent ownership
         interest or voting interest) by the Company or one of its Affiliates;
         and (iv) any other entity in which the Company or any of its Affiliates
         has a material equity interest and which is designated as an
         "Affiliate" by resolution of the Committee.

                  2.3 "Board" means the Board of Directors of the Company.

                  2.4 "Cause" means, with respect to a Participant's Termination
         of Employment or Termination of Consultancy: (i) in the case where
         there is no employment agreement,
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         consulting agreement, change in control agreement or similar agreement
         in effect between the Company or an Affiliate and the Participant at
         the time of the grant of the Option (or where there is such an
         agreement but it does not define "cause" (or words of like import)),
         termination due to a Participant's insubordination, dishonesty,
         incompetence, moral turpitude, other misconduct of any kind or the
         refusal to perform his or her duties or responsibilities for any reason
         other than illness or incapacity; or (ii) in the case where there is an
         employment agreement, consulting agreement, change in control agreement
         or similar agreement in effect between the Company or an Affiliate and
         the Participant at the time of the grant of the Option that defines
         "cause" (or words of like import), as defined under such agreement;
         provided, however, that with regard to any agreement that conditions
         "cause" on occurrence of a change in control, such definition of
         "cause" shall not apply until a change in control actually takes place
         and then only with regard to a termination thereafter.

                  2.5 "Change in Control" has the meaning set forth in Article
         VIII.

                  2.6 "Code" means the Internal Revenue Code of 1986, as
         amended. Any reference to any section of the Code shall also be a
         reference to any successor provision.

                  2.7 "Committee" means: a committee or subcommittee of the
         Board appointed from time to time by the Board, which committee or
         subcommittee shall consist of two or more non-employee directors, each
         of whom is intended to be, to the extent required by Rule 16b-3, a
         "non-employee director" as defined in Rule 16b-3 and, to the extent
         required by Section 162(m) of the Code and any regulations thereunder,
         an "outside director" as defined under Section 162(m) of the Code;
         provided, however, that if and to the extent that no Committee exists
         which has the authority to administer this Plan, the functions of the
         Committee shall be exercised by the Board and all references herein to
         the Committee shall be deemed to be references to the Board.

                  2.8 "Common Stock" means the common stock, $.01 par value per
         share, of the Company.

                  2.9 "Company" means Network Event Theater, Inc., a Delaware
         corporation, and its successors by operation of law.

                  2.10 "Consultant" means any advisor or consultant to the
         Company or its Affiliates.

                  2.11 "Disability" means, with respect to an Eligible Employee
         or Consultant, a permanent and total disability as defined in Section
         22(e)(3) of the Code. A Disability shall only be deemed to occur at the
         time of the determination by the Committee of the Disability.

                  2.12 "Effective Date" means the effective date of this Plan as
         defined in Article XII.

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                  2.13 "Eligible Employee" means each employee of the Company or
         an Affiliate.

                  2.14 "Exchange Act" means the Securities Exchange Act of 1934,
         as amended. Any references to any section of the Exchange Act shall
         also be a reference to any successor provision.

                  2.15 "Fair Market Value" means, unless otherwise required by
         any applicable provision of the Code or any regulations issued
         thereunder, as of any date, the last sales price for the Common Stock
         on the applicable date: (i) as reported on the principal national
         securities exchange on which it is then traded or the Nasdaq Stock
         Market, Inc. or (ii) if not traded on any such national securities
         exchange or the Nasdaq Stock Market, Inc. as quoted on an automated
         quotation system sponsored by the National Association of Securities
         Dealers, Inc. If the Common Stock is not readily tradable on a national
         securities exchange, the Nasdaq Stock Market, Inc. or any automated
         quotation system sponsored by the National Association of Securities
         Dealers, Inc., its Fair Market Value shall be set in good faith by the
         Committee. Notwithstanding anything herein to the contrary, "Fair
         Market Value" means the price for Common Stock set by the Committee in
         good faith based on reasonable methods set forth under Section 422 of
         the Code and the regulations thereunder including, without limitation,
         a method utilizing the average of prices of the Common Stock reported
         on the principal national securities exchange on which it is then
         traded during a reasonable period designated by the Committee. For
         purposes of the grant of any Stock Option, the applicable date shall be
         the date for which the last sales price is available at the time of
         grant.

                  2.16 "Foreign Jurisdiction" means any jurisdiction outside of
         the United States including, without limitation, countries, states,
         provinces and localities.

                  2.17 "Incentive Stock Option" means any Stock Option awarded
         to an Eligible Employee under this Plan intended to be and designated
         as an "Incentive Stock Option" within the meaning of Section 422 of the
         Code.

                  2.18 "Non-Qualified Stock Option" means any Stock Option
         awarded under this Plan that is not an Incentive Stock Option.

                  2.19 "Parent" means any parent corporation of the Company
         within the meaning of Section 424(e) of the Code.

                  2.20 "Participant" means any Eligible Employee or Consultant
         to whom an Option has been granted under this Plan.

                  2.21 "Plan" means this Network Event Theater, Inc. 1999 Stock
         Option Plan, as amended from time to time.

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                  2.22 "Retirement" means a Termination of Employment or
         Termination of Consultancy without Cause by a Participant at or after
         age 65 or such earlier date after age 50 as may be approved by the
         Committee with regard to such Participant.

                  2.23 "Rule 16b-3" means Rule 16b-3 under Section 16(b) of the
         Exchange Act as then in effect or any successor provisions.

                  2.24 "Section 162(m) of the Code" means Section 162(m) of the
         Code and any Treasury regulations thereunder.

                  2.25 "Securities Act" means the Securities Act of 1933, as
         amended. Any reference to any section of the Securities Act shall also
         be a reference to any successor provision.

                  2.26 "Stock Option" or "Option" means any option to purchase
         shares of Common Stock granted to Eligible Employees or Consultants
         under Article VI.

                  2.27 "Subsidiary" means any subsidiary corporation of the
         Company within the meaning of Section 424(f) of the Code.

                  2.28 "Ten Percent Stockholder" means a person owning stock
         possessing more than 10% of the total combined voting power of all
         classes of stock of the Company, its Subsidiaries or its Parent.

                  2.29 "Termination of Consultancy" means, with respect to a
         Consultant, that the Consultant is no longer acting as a consultant to
         the Company or an Affiliate. In the event an entity shall cease to be
         an Affiliate, there shall be deemed a Termination of Consultancy of any
         individual who is not otherwise a Consultant to the Company or another
         Affiliate at the time the entity ceases to be an Affiliate. In the
         event that a Consultant becomes an Eligible Employee upon the
         termination of his consultancy, the Committee, in its sole and absolute
         discretion, may determine that no Termination of Consultancy shall be
         deemed to occur until such time as such Consultant is no longer a
         Consultant or an Eligible Employee.

                  2.30 "Termination of Employment" means: (i) a termination of
         employment (for reasons other than a military or personal leave of
         absence granted by the Company) of a Participant from the Company and
         its Affiliates; or (ii) when an entity which is employing a Participant
         ceases to be an Affiliate, unless the Participant otherwise is, or
         thereupon becomes, employed by the Company or another Affiliate. In the
         event that an Eligible Employee becomes a Consultant upon the
         termination of his employment, the Committee, in its sole and absolute
         discretion, may determine that no Termination of Employment shall be
         deemed to occur until such time as such Eligible Employee is no longer
         an Eligible Employee or a Consultant.

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                  2.31 "Transfer" means anticipate, alienate, attach, sell,
         assign, pledge, encumber, charge, hypothecate or otherwise transfer and
         "Transferred" has a correlative meaning.


                                   ARTICLE III

                                 ADMINISTRATION

                  3.1 The Committee. The Plan shall be administered and
         interpreted by the Committee. If for any reason the appointed Committee
         does not meet the requirements of Rule 16b-3 or Section 162(m) of the
         Code, such noncompliance with the requirements of Rule 16b-3 and
         Section 162(m) of the Code shall not affect the validity of Options,
         grants, interpretations or other actions of the Committee.

                  3.2 Grants of Options. The Committee shall have full authority
         to grant to Eligible Employees and Consultants, pursuant to the terms
         of this Plan, Stock Options. All Stock Options shall be granted by,
         confirmed by, and subject to the terms of, a written agreement executed
         by the Company and the Participant. In particular, the Committee shall
         have the authority:

                           (a) to select the Eligible Employees and Consultants
                  to whom Stock Options may from time to time be granted
                  hereunder;

                           (b) to determine whether and to what extent Stock
                  Options are to be granted hereunder to one or more Eligible
                  Employees or Consultants;

                           (c) to determine, in accordance with the terms of
                  this Plan, the number of shares of Common Stock to be covered
                  by each Stock Option granted hereunder;

                           (d) to determine the terms and conditions, not
                  inconsistent with the terms of this Plan, of any Stock Option
                  granted hereunder (including, but not limited to, the exercise
                  or purchase price, any restriction or limitation, any vesting
                  schedule or acceleration thereof and any forfeiture
                  restrictions or waiver thereof, regarding any Stock Option and
                  the shares of Common Stock relating thereto, based on such
                  factors, if any, as the Committee shall determine, in its sole
                  discretion);

                           (e) to determine whether and under what circumstances
                  a Stock Option may be settled in cash and/or Common Stock
                  under Section 6.3(d);

                           (f) to determine whether, to what extent and under
                  what circumstances to provide loans (which shall bear interest
                  at the rate the Committee shall provide) to Eligible Employees
                  and Consultants in order to exercise Stock Options under this
                  Plan;

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                           (g) to determine whether a Stock Option is an
                  Incentive Stock Option or Non-Qualified Stock Option or
                  whether a Stock Option is intended to satisfy Section 162(m)
                  of the Code;

                           (h) to determine whether to require an Eligible
                  Employee or Consultant, as a condition of the granting of any
                  Stock Option, not to sell or otherwise dispose of shares of
                  Common Stock acquired pursuant to the exercise of a Stock
                  Option for a period of time as determined by the Committee, in
                  its sole discretion, following the date of the acquisition of
                  such Stock Option;

                           (i) to modify, extend or renew a Stock Option,
                  subject to Article IX herein, provided, however, that if a
                  Stock Option is modified, extended or renewed and thereby
                  deemed to be the issuance of a new Stock Option under the Code
                  or the applicable accounting rules, the exercise price of a
                  Stock Option may continue to be the original exercise price
                  even if less than the Fair Market Value of the Common Stock at
                  the time of such modification, extension or renewal; and

                           (j) to offer to buy out a Stock Option previously
                  granted, based on such terms and conditions as the Committee
                  shall establish and communicate to the Participant at the time
                  such offer is made.

                  3.3 Guidelines. Subject to Article IX hereof, the Committee
         shall have the authority to adopt, alter and repeal such administrative
         rules, guidelines and practices governing this Plan and perform all
         acts, including the delegation of its administrative responsibilities,
         as it shall, from time to time, deem advisable; to construe and
         interpret the terms and provisions of this Plan and any Option issued
         under this Plan (and any agreements relating thereto); and to otherwise
         supervise the administration of this Plan. The Committee may correct
         any defect, supply any omission or reconcile any inconsistency in this
         Plan or in any agreement relating thereto in the manner and to the
         extent it shall deem necessary to effectuate the purpose and intent of
         this Plan. The Committee may adopt special guidelines and provisions
         for persons who are residing in, or subject to, the taxes of, Foreign
         Jurisdictions to comply with applicable tax and securities laws and may
         impose any limitations and restrictions that it deems necessary to
         comply with the applicable tax and securities laws of such Foreign
         Jurisdictions. To the extent applicable, this Plan is intended to
         comply with Section 162(m) of the Code and the applicable requirements
         of Rule 16b-3 and shall be limited, construed and interpreted in a
         manner so as to comply therewith.

                  3.4 Decisions Final. Any decision, interpretation or other
         action made or taken in good faith by or at the direction of the
         Company, the Board or the Committee (or any of its members) arising out
         of or in connection with this Plan shall be within the absolute
         discretion of all and each of them, as the case may be, and shall be
         final, binding and conclusive on the Company and all employees and
         Participants and their respective heirs, executors, administrators,
         successors and assigns.

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                  3.5 Reliance on Counsel. The Company, the Board or the
         Committee may consult with legal counsel, who may be counsel for the
         Company or other counsel, with respect to its obligations or duties
         hereunder, or with respect to any action or proceeding or any question
         of law, and shall not be liable with respect to any action taken or
         omitted by it in good faith pursuant to the advice of such counsel.

                  3.6 Procedures. If the Committee is appointed, the Board shall
         designate one of the members of the Committee as chairman and the
         Committee shall hold meetings, subject to the By-Laws of the Company,
         at such times and places as it shall deem advisable. A majority of the
         Committee members shall constitute a quorum. All determinations of the
         Committee shall be made by a majority of its members. Any decision or
         determination reduced to writing and signed by all the Committee
         members in accordance with the By-Laws of the Company, shall be fully
         as effective as if it had been made by a vote at a meeting duly called
         and held. The Committee shall keep minutes of its meetings and shall
         make such rules and regulations for the conduct of its business as it
         shall deem advisable.

                  3.7 Designation of Consultants/Liability.

                           (a) The Committee may designate employees of the
                  Company and professional advisors to assist the Committee in
                  the administration of this Plan and may grant authority to
                  officers to execute agreements or other documents on behalf of
                  the Committee.

                           (b) The Committee may employ such legal counsel,
                  consultants and agents as it may deem desirable for the
                  administration of this Plan and may rely upon any opinion
                  received from any such counsel or consultant and any
                  computation received from any such consultant or agent.
                  Expenses incurred by the Committee in the engagement of any
                  such counsel, consultant or agent shall be paid by the
                  Company. The Committee, its members and any employee of the
                  Company designated pursuant to paragraph (a) above shall not
                  be liable for any action or determination made in good faith
                  with respect to this Plan. To the maximum extent permitted by
                  applicable law, no officer of the Company or member or former
                  member of the Committee shall be liable for any action or
                  determination made in good faith with respect to this Plan or
                  any Option granted under it. To the maximum extent permitted
                  by applicable law or the Certificate of Incorporation or
                  By-Laws of the Company and to the extent not covered by
                  insurance, each officer and member or former member of the
                  Committee shall be indemnified and held harmless by the
                  Company against any cost or expense (including reasonable fees
                  of counsel reasonably acceptable to the Company) or liability
                  (including any sum paid in settlement of a claim with the
                  approval of the Company), and advanced amounts necessary to
                  pay the foregoing at the earliest time and to the fullest
                  extent permitted, arising out of any act or omission to act in
                  connection with this Plan, except to the extent arising out of
                  such officer's, member's or former member's own fraud or bad
                  faith. Such indemnification shall be in addition to any rights
                  of

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                  indemnification the officers, directors or members or former
                  officers, directors or members may have under applicable law
                  or under the Certificate of Incorporation or By-Laws of the
                  Company or any Affiliate. Notwithstanding anything else
                  herein, this indemnification will not apply to the actions or
                  determinations made by an individual with regard to Options
                  granted to him or her under this Plan.


                                   ARTICLE IV

                           SHARE AND OTHER LIMITATIONS

                  4.1 Shares. The aggregate number of shares of Common Stock
         which may be issued or used for reference purposes under this Plan or
         with respect to which Stock Options may be granted shall not exceed
         475,000 shares of Common Stock (subject to any increase or decrease
         pursuant to Section 4.2) which may be either authorized and unissued
         Common Stock or Common Stock held in or acquired for the treasury of
         the Company or both. If any Stock Option granted under this Plan
         expires, terminates or is canceled for any reason without having been
         exercised in full or the Company repurchases any Stock Option, the
         number of shares of Common Stock underlying such unexercised or
         repurchased Stock Option shall again be available for the purposes of
         Options under this Plan. In determining the number of shares of Common
         Stock available for Non-Qualified Stock Options, if Common Stock has
         been delivered or exchanged by a Participant as full or partial payment
         to the Company for payment of the exercise price, or for payment of
         withholding taxes, or if the number shares of Common Stock otherwise
         deliverable has been reduced for payment of the exercise price or for
         payment of withholding taxes, the number of shares of Common Stock
         exchanged as payment in connection with the exercise or for withholding
         or reduced shall again be available for purposes of Non-Qualified Stock
         Options under this Plan.

                  4.2  Changes.

                           (a) The existence of this Plan and the Options
                  granted hereunder shall not affect in any way the right or
                  power of the Board or the stockholders of the Company to make
                  or authorize any adjustment, recapitalization, reorganization
                  or other change in the Company's capital structure or its
                  business, any merger or consolidation of the Company or any
                  Affiliate, any issue of bonds, debentures, preferred or prior
                  preference stock ahead of or affecting Common Stock, the
                  dissolution or liquidation of the Company or any Affiliate,
                  any sale or transfer of all or part of the assets or business
                  of the Company or any Affiliate or any other corporate act or
                  proceeding.

                           (b) Subject to the provisions of Section 4.2(d), in
                  the event of any such change in the capital structure or
                  business of the Company by reason of any stock split, reverse
                  stock split, stock dividend, combination or reclassification
                  of shares,
                                        8
<PAGE>

                  recapitalization, or other change in the capital structure of
                  the Company, merger, consolidation, spin-off, reorganization,
                  partial or complete liquidation, issuance of rights or
                  warrants to purchase any Common Stock or securities
                  convertible into Common Stock, or any other corporate
                  transaction or event having an effect similar to any of the
                  foregoing and effected without receipt of consideration by the
                  Company, then the aggregate number and kind of shares which
                  thereafter may be issued under this Plan, the number and kind
                  of shares or other property (including cash) to be issued upon
                  exercise of an outstanding Stock Option granted under this
                  Plan and the purchase price thereof shall be appropriately
                  adjusted consistent with such change in such manner as the
                  Committee may deem equitable to prevent substantial dilution
                  or enlargement of the rights granted to, or available for,
                  Participants under this Plan, and any such adjustment
                  determined by the Committee in good faith shall be final,
                  binding and conclusive on the Company and all Participants and
                  employees and their respective heirs, executors,
                  administrators, successors and assigns.

                           (c) Fractional shares of Common Stock resulting from
                  any adjustment in Options pursuant to Section 4.2(a) or (b)
                  shall be aggregated until, and eliminated at, the time of
                  exercise by rounding-down for fractions less than one-half and
                  rounding-up for fractions equal to or greater than one-half.
                  No cash settlements shall be made with respect to fractional
                  shares eliminated by rounding. Notice of any adjustment shall
                  be given by the Committee to each Participant whose Option has
                  been adjusted and such adjustment (whether or not such notice
                  is given) shall be effective and binding for all purposes of
                  this Plan.

                           (d) In the event of a merger or consolidation in
                  which the Company is not the surviving entity or in the event
                  of any transaction that results in the acquisition of
                  substantially all of the Company's outstanding Common Stock by
                  a single person or entity or by a group of persons and/or
                  entities acting in concert, or in the event of the sale or
                  transfer of all or substantially all of the Company's assets
                  (all of the foregoing being referred to as "Acquisition
                  Events"), then the Committee may, in its sole discretion,
                  terminate all outstanding Stock Options, effective as of the
                  date of the Acquisition Event, by delivering notice of
                  termination to each Participant at least 30 days prior to the
                  date of consummation of the Acquisition Event, in which case
                  during the period from the date on which such notice of
                  termination is delivered to the consummation of the
                  Acquisition Event, each such Participant shall have the right
                  to exercise in full all of his or her Stock Options that are
                  then outstanding (without regard to any limitations on
                  exercisability otherwise contained in the Stock Option
                  agreements), but any such exercise shall be contingent upon
                  and subject to the occurrence of the Acquisition Event, and,
                  provided that, if the Acquisition Event does not take place
                  within a specified period after giving such notice for any
                  reason whatsoever, the notice and exercise pursuant thereto
                  shall be null and void.

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                  If an Acquisition Event occurs but the Committee does not
         terminate the outstanding Stock Options pursuant to this Section
         4.2(d), then the provisions of Section 4.2(b) shall apply.

                  4.3 Minimum Purchase Price. Notwithstanding any provision of
         this Plan to the contrary, if authorized but previously unissued shares
         of Common Stock are issued under this Plan, such shares shall not be
         issued for a consideration which is less than as permitted under
         applicable law.

                  4.4 Assumption of Options. Stock Options that were granted
         prior to the Effective Date under the Network Event Theater, Inc. 1996
         Stock Option Plan, the Network Event Theater, Inc. 1997 Stock Option
         Plan and the sixdegrees, inc. 1997 Incentive Stock Plan that were
         outstanding immediately prior to the Effective Date shall be assumed
         under the Plan by the Company as of the Effective Date and converted
         into Stock Options hereunder based on the Company's Common Stock in a
         manner determined by the Committee and in accordance with section
         2.1(c) of the Merger Agreement dated December 14, 1999 among the
         Company, Sixdegrees Acquisition Corp. and sixdegrees, inc. The terms of
         such Stock Options shall be governed by the terms of this Plan as of
         the Effective Date. Notwithstanding the foregoing, such Stock Options
         shall continue to be governed by the terms of the applicable agreement
         in effect prior to the Effective Date, except as adjusted to reflect
         the appropriate number of shares of Common Stock and the appropriate
         exercise price.


                                    ARTICLE V

                                   ELIGIBILITY

                  5.1 General Eligibility. All Eligible Employees and
         Consultants and prospective employees of and Consultants to the Company
         and its Affiliates are eligible to be granted Non-Qualified Stock
         Options and awards providing benefits similar to each of the foregoing
         designed to meet the requirements of Foreign Jurisdictions under this
         Plan. Eligibility for the grant of an Option and actual participation
         in this Plan shall be determined by the Committee in its sole
         discretion. The vesting and exercise of Options granted to a
         prospective employee or Consultant are conditioned upon such individual
         actually becoming an Eligible Employee or Consultant.

                  5.2 Incentive Stock Options. All Eligible Employees of the
         Company, its Subsidiaries and its Parent (if any) are eligible to be
         granted Incentive Stock Options under this Plan. Eligibility for the
         grant of an Option and actual participation in this Plan shall be
         determined by the Committee in its sole discretion.

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<PAGE>


                                   ARTICLE VI

                                  STOCK OPTIONS

                  6.1 Stock Options. Each Stock Option granted hereunder shall
         be one of two types: (i) an Incentive Stock Option intended to satisfy
         the requirements of Section 422 of the Code; or (ii) a Non-Qualified
         Stock Option.

                  6.2 Grants. The Committee shall have the authority to grant to
         any Eligible Employee one or more Incentive Stock Options,
         Non-Qualified Stock Options or both types of Stock Options. To the
         extent that any Stock Option does not qualify as an Incentive Stock
         Option (whether because of its provisions or the time or manner of its
         exercise or otherwise), such Stock Option or the portion thereof which
         does not qualify, shall constitute a separate Non-Qualified Stock
         Option. The Committee shall have the authority to grant any Consultant
         one or more Non-Qualified Stock Options. Notwithstanding any other
         provision of this Plan to the contrary or any provision in an agreement
         evidencing the grant of a Stock Option to the contrary, any Stock
         Option granted to an Eligible Employee of an Affiliate (other than an
         Affiliate which is a Parent or a Subsidiary) shall be a Non-Qualified
         Stock Option.

                  6.3 Terms of Stock Options. Stock Options granted under this
         Plan shall be subject to the following terms and conditions, and shall
         be in such form and contain such additional terms and conditions, not
         inconsistent with the terms of this Plan, as the Committee shall deem
         desirable:

                           (a) Exercise Price. The exercise price per share of
                  Common Stock shall be determined by the Committee, but shall
                  not be less than 100% of the Fair Market Value of the share of
                  Common Stock at the time of grant; provided, however, that if
                  an Incentive Stock Option is granted to a Ten Percent
                  Stockholder, the exercise price shall be no less than 110% of
                  the Fair Market Value of the Common Stock.

                           (b) Stock Option Term. The term of each Stock Option
                  shall be fixed by the Committee; provided, however, that no
                  Stock Option shall be exercisable more than 10 years after the
                  date such Stock Option is granted; and further provided that
                  the term of an Incentive Stock Option granted to a Ten Percent
                  Stockholder shall not exceed 5 years.

                           (c) Exercisability. Stock Options shall be
                  exercisable at such time or times and subject to such terms
                  and conditions as shall be determined by the Committee at
                  grant. If the Committee provides, in its discretion, that any
                  Stock Option is exercisable subject to certain limitations
                  (including, without limitation, that such Stock Option is
                  exercisable only in installments or within certain time
                  periods), the Committee may waive such limitations on the
                  exercisability at any time at or after
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<PAGE>

                  grant in whole or in part (including, without limitation,
                  waiver of the installment exercise provisions or acceleration
                  of the time at which such Stock Option may be exercised),
                  based on such factors, if any, as the Committee shall
                  determine, in its sole discretion.

                           (d) Method of Exercise. Subject to whatever
                  installment exercise and waiting period provisions apply under
                  subsection (c) above, Stock Options may be exercised in whole
                  or in part at any time and from time to time during the Stock
                  Option term by giving written notice of exercise to the
                  Committee specifying the number of shares to be purchased.
                  Such notice shall be accompanied by payment in full of the
                  purchase price as follows: (i) in cash or by check, bank draft
                  or money order payable to the order of the Company; (ii) if
                  the Common Stock is traded on a national securities exchange,
                  the Nasdaq Stock Market, Inc. or quoted on a national
                  quotation system sponsored by the National Association of
                  Securities Dealers, through a "cashless exercise" procedure
                  whereby the Participant delivers irrevocable instructions to a
                  broker to deliver promptly to the Company an amount equal to
                  the purchase price; or (iii) on such other terms and
                  conditions as may be acceptable to the Committee (including,
                  without limitation, the relinquishment of Stock Options or by
                  payment in full or in part in the form of Common Stock owned
                  by the Participant for a period of at least 6 months (and for
                  which the Participant has good title free and clear of any
                  liens and encumbrances) based on the Fair Market Value of the
                  Common Stock on the payment date as determined by the
                  Committee). No shares of Common Stock shall be issued until
                  payment therefor, as provided herein, has been made or
                  provided for.

                           (e) Incentive Stock Option Limitations. To the extent
                  that the aggregate Fair Market Value (determined as of the
                  time of grant) of the Common Stock with respect to which
                  Incentive Stock Options are exercisable for the first time by
                  an Eligible Employee during any calendar year under this Plan
                  and/or any other stock option plan of the Company, any
                  Subsidiary or any Parent exceeds $100,000, such Options shall
                  be treated as Non-Qualified Stock Options. In addition, if an
                  Eligible Employee does not remain employed by the Company, any
                  Subsidiary or any Parent at all times from the time an
                  Incentive Stock Option is granted until 3 months prior to the
                  date of exercise thereof (or such other period as required by
                  applicable law), such Stock Option shall be treated as a
                  Non-Qualified Stock Option. Should any provision of this Plan
                  not be necessary in order for the Stock Options to qualify as
                  Incentive Stock Options, or should any additional provisions
                  be required, the Committee may amend this Plan accordingly,
                  without the necessity of obtaining the approval of the
                  stockholders of the Company.

                           (f) Form, Modification, Extension and Renewal of
                  Stock Options. Subject to the terms and conditions and within
                  the limitations of this Plan, Stock Options shall be evidenced
                  by such form of agreement or grant as is approved by the
                  Committee, and the Committee may (i) modify, extend or renew
                  outstanding Stock

                                       12
<PAGE>

                  Options granted under this Plan (provided that the rights of a
                  Participant are not reduced without his consent), and (ii)
                  accept the surrender of outstanding Stock Options (up to the
                  extent not theretofore exercised) and authorize the granting
                  of new Stock Options in substitution therefor (to the extent
                  not theretofore exercised).

                           (g) Deferred Delivery of Common Shares. The Committee
                  may in its discretion permit Participants to defer delivery of
                  Common Stock acquired pursuant to a Participant's exercise of
                  an Option in accordance with the terms and conditions
                  established by the Committee.

                           (h) Other Terms and Conditions. Stock Options may
                  contain such other provisions, which shall not be inconsistent
                  with any of the terms of this Plan, as the Committee shall
                  deem appropriate including, without limitation, permitting
                  "reloads" such that the same number of Stock Options are
                  granted as the number of Stock Options exercised, shares used
                  to pay for the exercise price of Stock Options or shares used
                  to pay withholding taxes ("Reloads"). With respect to Reloads,
                  the exercise price of the new Stock Option shall be the Fair
                  Market Value on the date of the "reload" and the term of the
                  Stock Option shall be the same as the remaining term of the
                  Stock Options that are exercised, if applicable, or such other
                  exercise price and term as determined by the Committee.


                                   ARTICLE VII

                     NON-TRANSFERABILITY AND TERMINATION OF
                             EMPLOYMENT/CONSULTANCY

         7.1 Non-Transferability. No Stock Option shall be Transferable by the
Participant otherwise than by will or by the laws of descent and distribution.
All Stock Options shall be exercisable, during the Participant's lifetime, only
by the Participant. No Stock Option shall, except as otherwise specifically
provided by law or herein, be Transferable in any manner, and any attempt to
Transfer any such Stock Option shall be void, and no such Stock Option shall in
any manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person who shall be entitled to such Stock Option,
nor shall it be subject to attachment or legal process for or against such
person. Notwithstanding the foregoing, the Committee may determine at the time
of grant or thereafter that a Non-Qualified Stock Option that is otherwise not
transferable pursuant to this Section 7.1 is transferable to a "family member"
in whole or in part and in such circumstances, and under such conditions, as
specified by the Committee. A Non- Qualified Stock Option that is transferred to
a family member pursuant to the preceding sentence may not be subsequently
transferred otherwise than by will or by the laws of descent and distribution.
For purposes hereof, a "family member" shall mean any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person
sharing the employee's household (other than a tenant

                                       13
<PAGE>

or employee), a trust in which these persons have more than 50% of the
beneficial interest, a foundation in which these persons (or the employee)
control the management of assets, and any other entity in which these persons
(or the employee) own more than 50% of the voting interests.

                  7.2 Termination of Employment or Termination of Consultancy.
         The following rules apply with regard to the Termination of Employment
         or Termination of Consultancy of a Participant, unless otherwise
         determined by the Committee at grant or, if no rights of the
         Participant are reduced, thereafter::

                                     (i) Termination by Reason of Death,
                  Disability or Retirement. If a Participant's Termination of
                  Employment or Termination of Consultancy is by reason of
                  death, Disability or Retirement, all Stock Options held by
                  such Participant may be exercised, to the extent exercisable
                  at the Participant's Termination of Employment or Termination
                  of Consultancy, by the Participant (or, in the case of death,
                  by the legal representative of the Participant's estate) at
                  any time within a period of one year from the date of such
                  Termination of Employment or Termination of Consultancy, but
                  in no event beyond the expiration of the stated terms of such
                  Stock Options; provided, however, that, in the case of
                  Retirement, if the Participant dies within such exercise
                  period, all unexercised Stock Options held by such Participant
                  shall thereafter be exercisable, to the extent to which they
                  were exercisable at the time of death, for a period of one
                  year from the date of such death, but in no event beyond the
                  expiration of the stated term of such Stock Options.

                                     (ii) Involuntary Termination Without Cause.
                  If a Participant's Termination of Employment or Termination of
                  Consultancy is by involuntary termination without Cause, all
                  Stock Options held by such Participant may be exercised, to
                  the extent exercisable at Termination of Employment or
                  Termination of Consultancy, by the Participant at any time
                  within a period of 90 days from the date of such Termination
                  of Employment or Termination of Consultancy, but in no event
                  beyond the expiration of the stated term of such Stock
                  Options.

                                     (iii) Voluntary Termination. If a
                  Participant's Termination of Employment or Termination of
                  Consultancy is voluntary, all Stock Options held by such
                  Participant may be exercised, to the extent exercisable at
                  Termination of Employment or Termination of Consultancy, by
                  the Participant at any time within a period of 90 days from
                  the date of such Termination of Employment or Termination of
                  Consultancy, but in no event beyond the expiration of the
                  stated terms of such Stock Options.

                                     (iv) Termination for Cause. If a
                  Participant's Termination of Employment or Termination of
                  Consultancy (A) is for Cause or (B) is a voluntary termination
                  (as provided in subsection (iii) above) at any time after an
                  event which would be grounds for a Termination of Employment
                  or Termination of Consultancy

                                       14
<PAGE>

                  for Cause, all Stock Options held by such Participant shall
                  thereupon terminate and expire as of the date of such
                  Termination of Employment or Termination of Consultancy.


                                  ARTICLE VIII

                          CHANGE IN CONTROL PROVISIONS

                  8.1 Benefits. In the event of a Change in Control of the
         Company, except as otherwise provided by the Committee upon the grant
         of a Stock Option the Participant shall be entitled to the following
         benefits:

                           (a) Except to the extent provided in the applicable
                  Stock Option agreement, the Participant's employment agreement
                  with the Company or an Affiliate, as approved by the
                  Committee, or other written agreement approved by the
                  Committee (as such agreement may be amended from time to
                  time), Options granted and not previously exercisable shall
                  not become exercisable upon a Change in Control.

                           (b) The Committee, in its sole discretion, may
                  provide for the purchase of any Stock Option by the Company or
                  an Affiliate for an amount of cash equal to the excess of the
                  Change in Control Price (as defined below) of the shares of
                  Common Stock covered by such Stock Options, over the aggregate
                  exercise price of such Stock Options. For purposes of this
                  Section 8.1, Change in Control Price shall mean the higher of
                  (i) the highest price per share of Common Stock paid in any
                  transaction related to a Change in Control of the Company, or
                  (ii) the highest Fair Market Value per share of Common Stock
                  at any time during the sixty (60) day period preceding a
                  Change in Control.

                           (c) Notwithstanding anything to the contrary herein,
                  unless the Committee provides otherwise at the time a Stock
                  Option is granted hereunder or thereafter, no acceleration of
                  exercisability shall occur with respect to such Stock Options
                  if the Committee reasonably determines in good faith, prior to
                  the occurrence of the Change in Control, that the Stock
                  Options shall be honored or assumed, or new rights substituted
                  therefor (each such honored, assumed or substituted stock
                  option hereinafter called an "Alternative Option"), by a
                  Participant's employer (or the parent or a subsidiary of such
                  employer) immediately following the Change in Control,
                  provided that any such Alternative Option must meet the
                  following criteria:

                                     (i) the Alternative Option must be based on
                           stock which is traded on an established securities
                           market, or which will be so traded within 30 days of
                           the Change in Control;

                                       15
<PAGE>

                                     (ii) the Alternative Option must provide
                           such Participant with rights and entitlements
                           substantially equivalent to or better than the
                           rights, terms and conditions applicable under such
                           Stock Option, including, but not limited to, an
                           identical or better exercise schedule; and

                                     (iii) the Alternative Option must have
                           economic value substantially equivalent to the value
                           of such Stock Option (determined at the time of the
                           Change in Control).

                           For purposes of Incentive Stock Options, any assumed
                  or substituted Stock Option shall comply with the requirements
                  of Treasury Regulation ss. 1.425-1 (and any amendments
                  thereto).

                           (d) Notwithstanding anything else herein, the
                  Committee may, in its sole discretion, provide for accelerated
                  vesting of an Option.

                  8.2 Change in Control. A "Change in Control" shall be deemed
         to have occurred:

                           (a) at the time any "person" as such term is used in
                  Sections 13(d) and 14(d) of the Exchange Act (other than the
                  Company, any trustee or other fiduciary holding securities
                  under any employee benefit plan of the Company, or any company
                  owned, directly or indirectly, by the stockholders of the
                  Company in substantially the same proportions as their
                  ownership of Common Stock of the Company), is or becomes the
                  owner (as defined in Rule 13d-3 under the Exchange Act),
                  directly or indirectly, of securities of the Company
                  representing 30% or more of the combined voting power of the
                  Company's then outstanding securities;

                           (b) during any period of two (2) consecutive years,
                  individuals who at the beginning of such period constitute the
                  Board of Directors, and any new director (other than a
                  director designated by a person who has entered into an
                  agreement with the Company to effect a transaction described
                  in paragraph (a), (c), or (d) of this section) or a director
                  whose initial assumption of office occurs as a result of
                  either an actual or threatened election contest (as such term
                  is used in Rule 14a-11 of Regulation 14A promulgated under the
                  Exchange Act) or other actual or threatened solicitation of
                  proxies or consents by or on behalf of a person other than the
                  Board of Directors of the Company whose election by the Board
                  of Directors or nomination for election by the Company's
                  stockholders was approved by a vote of at least two-thirds of
                  the directors then still in office who either were directors
                  at the beginning of the two-year period or whose election or
                  nomination for election was previously so approved, cease for
                  any reason to constitute at least a majority of the Board of
                  Directors;

                           (c) a merger or consolidation of the Company with any
                  other corporation, other than a merger or consolidation which
                  would result in the voting securities of
                                       16
<PAGE>

                  the Company outstanding immediately prior thereto continuing
                  to represent (either by remaining outstanding or by being
                  converted into voting securities of the surviving entity) more
                  than 50% of the combined voting power of the voting securities
                  of the Company or such surviving entity outstanding
                  immediately after such merger or consolidation; provided,
                  however, that a merger or consolidation effected to implement
                  a recapitalization of the Company (or similar transaction) in
                  which no person (other than those covered by the exceptions in
                  (a) above) acquires more than 30% of the combined voting power
                  of the Company's then outstanding securities shall not
                  constitute a Change in Control of the Company; or

                           (d) at the time the stockholders of the Company
                  approve a plan of complete liquidation of the Company or an
                  agreement for the sale or disposition by the Company of all or
                  substantially all of the Company's assets other than the sale
                  or disposition of all or substantially all of the assets of
                  the Company to a person or persons who beneficially own,
                  directly or indirectly, at least 50% or more of the combined
                  voting power of the outstanding voting securities of the
                  Company at the time of the sale.


                                   ARTICLE IX

                        TERMINATION OR AMENDMENT OF PLAN

                  Notwithstanding any other provision of this Plan, the Board or
         the Committee may at any time, and from time to time, amend, in whole
         or in part, any or all of the provisions of this Plan (including any
         amendment deemed necessary to ensure that the Company may comply with
         any regulatory requirement referred to in Article XI), or suspend or
         terminate it entirely, retroactively or otherwise; provided, however,
         that, unless otherwise required by law or specifically provided herein,
         the rights of a Participant with respect to Options granted prior to
         such amendment, suspension or termination, may not be impaired without
         the consent of such Participant and, provided further, without the
         approval of the stockholders of the Company in accordance with the laws
         of the State of Delaware, solely to the extent required by the
         applicable provisions of Rule 16b-3 or Section 162(m) of the Code, or,
         solely to the extent applicable to Incentive Stock Options, Section 422
         of the Code, no amendment may be made which would (i) increase the
         aggregate number of shares of Common Stock that may be issued under
         this Plan; (ii) change the classification of Participants eligible to
         receive Stock Options under this Plan; (iii) decrease the minimum
         option price of any Stock Option; or (iv) extend the maximum option
         period under Section 6.3. In no event may this Plan be amended without
         the approval of the stockholders of the Company in accordance with the
         applicable laws of the State of Delaware to increase the aggregate
         number of shares of Common Stock that may be issued under this Plan,
         decrease the minimum exercise price of any Stock Option, or to make any
         other amendment that would require stockholder approval under the rules
         of any exchange

                                       17
<PAGE>

         or system on which the Company's securities are listed or traded at the
         request of the Company.

                  The Committee may amend the terms of any Option theretofore
         granted, prospectively or retroactively, but, subject to Article IV
         above or as otherwise specifically provided herein, no such amendment
         or other action by the Committee shall impair the rights of any holder
         without the holder's consent.


                                    ARTICLE X

                                  UNFUNDED PLAN

                  10.1 Unfunded Status of Plan. This Plan is intended to
         constitute an "unfunded" plan for incentive and deferred compensation.
         With respect to any payments as to which a Participant has a fixed and
         vested interest but which are not yet made to a Participant by the
         Company, nothing contained herein shall give any such Participant any
         rights that are greater than those of a general creditor of the
         Company.


                                   ARTICLE XI

                               GENERAL PROVISIONS

                  11.1 Legend. The Committee may require each person receiving
         shares pursuant to a Stock Option under this Plan to represent to and
         agree with the Company in writing that the Participant is acquiring the
         shares without a view to distribution thereof. In addition to any
         legend required by this Plan, the certificates for such shares may
         include any legend which the Committee deems appropriate to reflect any
         restrictions on Transfer.

                  All certificates for shares of Common Stock delivered under
         this Plan shall be subject to such stock transfer orders and other
         restrictions as the Committee may deem advisable under the rules,
         regulations and other requirements of the Securities and Exchange
         Commission, any stock exchange upon which the Common Stock is then
         listed or any national securities association system upon whose system
         the Common Stock is then quoted, any applicable Federal or state
         securities law, and any applicable corporate law, and the Committee may
         cause a legend or legends to be put on any such certificates to make
         appropriate reference to such restrictions.

                  11.2 Other Plans. Nothing contained in this Plan shall prevent
         the Board from adopting other or additional compensation arrangements,
         subject to stockholder approval if such approval is required; and such
         arrangements may be either generally applicable or applicable only in
         specific cases.

                                       18
<PAGE>

                  11.3 No Right to Employment/Consultancy. Neither this Plan nor
         the grant of any Option hereunder shall give any Participant or other
         employee or Consultant any right with respect to continuance of
         employment or Consultancy by the Company or any Affiliate, nor shall
         there be a limitation in any way on the right of the Company or any
         Affiliate by which an employee is employed or a Consultant is retained
         to terminate his employment or Consultancy at any time.

                  11.4 Withholding of Taxes. The Company shall have the right to
         deduct from any payment to be made to a Participant, or to otherwise
         require, prior to the issuance or delivery of any shares of Common
         Stock or the payment of any cash hereunder, payment by the Participant
         of, any Federal, state or local taxes required by law to be withheld.
         Upon making an election under Code Section 83(b), a Participant shall
         pay all required withholding to the Company.

                  Any such withholding obligation with regard to any Participant
         may be satisfied, subject to the consent of the Committee, by reducing
         the number of shares of Common Stock otherwise deliverable or by
         delivering shares of Common Stock already owned. Any fraction of a
         share of Common Stock required to satisfy such tax obligations shall be
         disregarded and the amount due shall be paid instead in cash by the
         Participant.

                  11.5 Listing and Other Conditions.

                           (a) As long as the Common Stock is listed on a
                  national securities exchange or system sponsored by a national
                  securities association, the issue of any shares of Common
                  Stock pursuant to an Option shall be conditioned upon such
                  shares being listed on such exchange or system. The Company
                  shall have no obligation to issue such shares unless and until
                  such shares are so listed, and the right to exercise any Stock
                  Option with respect to such shares shall be suspended until
                  such listing has been effected.

                           (b) If at any time counsel to the Company shall be of
                  the opinion that any sale or delivery of shares of Common
                  Stock pursuant to an Option is or may in the circumstances be
                  unlawful or result in the imposition of excise taxes on the
                  Company under the statutes, rules or regulations of any
                  applicable jurisdiction, the Company shall have no obligation
                  to make such sale or delivery, or to make any application or
                  to effect or to maintain any qualification or registration
                  under the Securities Act or otherwise with respect to shares
                  of Common Stock or Stock Options, and the right to exercise
                  any Stock Option shall be suspended until, in the opinion of
                  said counsel, such sale or delivery shall be lawful or will
                  not result in the imposition of excise taxes on the Company.

                           (c) Upon termination of any period of suspension
                  under this Section 11.5, any Stock Option affected by such
                  suspension which shall not then have expired or terminated
                  shall be reinstated as to all shares available before such
                  suspension and

                                       19
<PAGE>

                  as to shares which would otherwise have become available
                  during the period of such suspension, but no such suspension
                  shall extend the term of any Stock Option.

                  11.6 Governing Law. This Plan shall be governed and construed
         in accordance with the laws of the State of Delaware (regardless of the
         law that might otherwise govern under applicable Delaware principles of
         conflict of laws).

                  11.7 Construction. Wherever any words are used in this Plan in
         the masculine gender they shall be construed as though they were also
         used in the feminine gender in all cases where they would so apply, and
         wherever any words are used herein in the singular form they shall be
         construed as though they were also used in the plural form in all cases
         where they would so apply.

                  11.8 Other Benefits. No grant of an Option under this Plan
         shall be deemed compensation for purposes of computing benefits under
         any retirement plan of the Company or its subsidiaries nor affect any
         benefits under any other benefit plan now or subsequently in effect
         under which the availability or amount of benefits is related to the
         level of compensation.

                  11.9 Costs. The Company shall bear all expenses included in
         administering this Plan, including expenses of issuing Common Stock
         pursuant to any Options hereunder.

                  11.10 No Right to Same Benefits. The provisions of Options
         need not be the same with respect to each Participant, and such Options
         to individual Participants need not be the same in subsequent years.

                  11.11 Death/Disability. The Committee may in its discretion
         require the transferee of a Participant to supply it with written
         notice of the Participant's death or Disability and to supply it with a
         copy of the will (in the case of the Participant's death) or such other
         evidence as the Committee deems necessary to establish the validity of
         the transfer of an Option. The Committee may also require that the
         agreement of the transferee to be bound by all of the terms and
         conditions of this Plan.

                  11.12 Section 16(b) of the Exchange Act. All elections and
         transactions under this Plan by persons subject to Section 16 of the
         Exchange Act involving shares of Common Stock are intended to comply
         with any applicable exemptive condition under Rule 16b-3. The Committee
         may establish and adopt written administrative guidelines, designed to
         facilitate compliance with Section 16(b) of the Exchange Act, as it may
         deem necessary or proper for the administration and operation of this
         Plan and the transaction of business thereunder.

                  11.13 Severability of Provisions. If any provision of this
         Plan shall be held invalid or unenforceable, such invalidity or
         unenforceability shall not affect any other provisions

                                       20
<PAGE>

         hereof, and this Plan shall be construed and enforced as if such
         provisions had not been included.

                  11.14 Headings and Captions. The headings and captions herein
         are provided for reference and convenience only, shall not be
         considered part of this Plan, and shall not be employed in the
         construction of this Plan.


                                   ARTICLE XII

                             EFFECTIVE DATE OF PLAN

         The Plan shall become effective upon adoption by the Board, subject to
the approval of this Plan by the stockholders of the Company in accordance with
the requirements of the laws of the State of Delaware or such later date as
provided in the adopting resolution.


                                  ARTICLE XIII

                                  TERM OF PLAN

         No Option shall be granted pursuant to this Plan on or after the tenth
anniversary of the earlier of the date this Plan is adopted or the date of
stockholder approval, but Options granted prior to such tenth anniversary may
extend beyond that date.

                                       21