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                                                                   Exhibit 10.1














                               BOOKS24X7.COM, INC.


                             1994 STOCK OPTION PLAN
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                                TABLE OF CONTENTS


<TABLE>
<S>                                                                   <C>
1.     Purpose of the Plan............................................1
2.     Administration.................................................1
3.     Option Shares..................................................1
4.     Authority to Grant Options.....................................2
5.     Eligibility....................................................2
6.     Option Price...................................................2
7.     Duration of Options............................................3
8.     Amount Exercisable.............................................3
9.     Exercise of Options............................................3
10.    Transferability of Options.....................................4
11.    Termination of Employment or Death of Optionee.................4
12.    Repurchase Rights..............................................5
13.    Requirements of Law............................................5
14.    No Rights as Shareholder.......................................6
15.    Employment Obligation..........................................6
16.    Changes in the Company's Capital Structure.....................6
17.    Amendment or Termination of Plan...............................7
18.    Written Agreement..............................................7
19.    Effective Date and Duration of the Plan........................8
20.    Use of Stock to Satisfy Tax Withholding Requirement............8
</TABLE>
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                               BOOKS24X7.COM, INC.


                             1994 STOCK OPTION PLAN

1.    Purpose of the Plan.

      This 1994 Stock Option Plan (the "Plan") of Books24x7.com, Inc. (the
"Company") is designed to provide additional incentive to present and future
officers and other key employees of, and consultants and advisors to, the
Company and its parent and subsidiary corporations by affording them an
opportunity to acquire a (or increase their) proprietary interest in the Company
through the acquisition of shares of its Common Stock upon the exercise of an
option or options ("Option" or "Options") granted hereunder. By encouraging
stock ownership by such officers, other key employees and consultants and
advisors, the Company seeks to attract and retain in its employ persons of
exceptional competence and seeks to furnish an added incentive for them to
increase their efforts of behalf of the Company.

2.    Administration.

      The Plan shall be administered by the Board of Directors of the Company
(the "Board"). Except as otherwise provided in the Plan, all questions of
interpretation and application of the Plan, of any Options granted hereunder and
of the value of shares of Common Stock subject to an Option shall be subject to
the determination, which shall be final and binding, of a majority of the Board;
provided, however, that the Board shall not modify (within the meaning of
Section 424(h) of the Internal Revenue Code of 1986, as amended (the "Code")),
extend or renew any Option which is an incentive stock option ("ISO") as defined
in Section 422 of the Code without the consent of the optionee.

      Subject to the provisions of this paragraph, the Board may provide that a
committee designated by the Board (the "Committee") shall have and may exercise,
to the extent provided by the Board, all the powers and authority of the Board
in the administration of the Plan. On and after the date the Company first
registers its Common Stock under Section 12 of the Securities Exchange Act of
1934 (the "Exchange Act"), any Committee shall be composed solely of two or more
directors of the Company, each of whom is a Non-Employee Director as defined in
Rule 16b-3(b)(3)(i) under the Exchange Act.

3.    Option Shares.

      The stock subject to the Options and other provisions of the Plan shall be
shares of the Company's common stock, $.01 par value (the "Common Stock"). The
aggregate number of shares of Common Stock which may be issued under Options
shall not exceed in the aggregate 6,717,103 shares; provided, however, that the
class and aggregate number of shares which may be issued under Options shall be
subject to adjustment in accordance with the provisions of paragraph 16 hereof.
Such shares may be treasury shares or authorized but unissued shares.

      In the event that any outstanding Option for any reason shall expire or
terminate prior to exercise, the shares of Common Stock allocable to the
unexercised portion of such Option may again be subject to an Option under the
Plan. Without limiting the generality of the foregoing,


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the Board may, in its discretion, grant a replacement Option to an optionee in
exchange for the cancellation of an outstanding Option (or all or part of the
unexercised portion thereof) held by such optionee (regardless of whether the
option price of such outstanding Option is greater or less than the fair market
value of the shares of Common Stock on the date the Option is cancelled), which
replacement Option may have an option price which is less than, equal to or
greater than the option price of the cancelled Option.

4.    Authority to Grant Options.

      Except as otherwise provided in the Plan, the Board may grant Options from
time to time to such eligible employees of and consultants and advisors to the
Company or any parent corporation or subsidiary corporation as it shall
determine. Subject to any applicable limitations set forth in the Plan or
established, from time to time, by the Board and except as otherwise provided in
the Plan, the number of shares of Common Stock to be covered by any Option shall
be as determined by the Board.

5.    Eligibility.

      Except as otherwise provided in the Plan, the individuals who shall be
eligible to receive Options shall be such key employees (including officers,
whether or not they are directors, and directors who are also employees) of, and
such consultants and advisors who render bona fide services, other than services
in connection with the offer or sale of securities in a capital-raising
transaction, to, the Company or any parent corporation or subsidiary corporation
as the Board shall determine from time to time. No consultant or advisor who is
not also a key employee of the Company, or a parent corporation or a subsidiary
corporation, may be granted an Option which is an ISO.

      Unless the context requires otherwise, the term "subsidiary corporation"
shall mean any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of granting of an
Option, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain. Unless the
context requires otherwise, the term "parent corporation" shall mean any
corporation (other than the Company) in an unbroken chain of corporations ending
with the Company if, at the time of granting of an Option, each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

6.    Option Price.

      Except as otherwise provided in the Plan, the price at which shares may be
purchased pursuant to Options shall be specified by the Board at the time the
Option is granted; provided, however, that the option price of any Option which
is an ISO shall not be less than one hundred percent (100%) of the fair market
value of the shares of Common Stock on the date the Option is granted, such fair
market value to be determined in accordance with procedures to be established by
the Board; provided further, that the option price of any Option granted to any
individual who, at the time such Option is granted, owns (or is considered
pursuant to Section 424(d) of the


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Code to own) stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of his employer corporation or of any of
its subsidiary corporations or parent corporations, shall be at least one
hundred ten percent (110%) of the fair market value of the stock subject to such
Option at the time such Option is granted; and provided further, that the option
price shall be not less than the greater of (a) the par value of the Common
Stock and (b) eighty-five percent (85%) of the fair market value of the shares
of Common Stock on the date the Option is granted.

7.    Duration of Options.

      The Board in its discretion may provide that an Option shall be
exercisable during any specified period of time from the date such Option is
granted; provided, however, that no Option which is an ISO shall be exercisable
after the expiration of ten (10) years from the date such Option is granted; and
provided further, that no Option which is subject to the second proviso to
paragraph 6 shall be exercisable after the expiration of five (5) years from the
date such Option is granted.

8.    Amount Exercisable.

      Each Option may be exercised, so long as it is valid and outstanding, from
time to time in part or as a whole, subject to any limitations with respect to
the number of shares for which the Option may be exercised at a particular time
and to such other conditions as the Board in its discretion may specify upon
granting the Option. The Board in its discretion may accelerate the vesting of
any Option.

9.    Exercise of Options.

      Options shall be exercised by the delivery of written notice to the
Company setting forth the number of shares with respect to which the Option is
to be exercised, together with (a) cash in, or a check, bank draft or postal or
express money order payable to the order of the Company for, an amount equal to
the option price of such shares, or (b) with the consent of the Company, shares
of Common Stock of the Company having a fair market value equal to the option
price of such shares, or (c) with the consent of the Company, a combination of
(a) and (b), and specifying the address to which the certificates for such
shares are to be mailed. For the purpose of the preceding sentence, the fair
market value of the shares of Common Stock so delivered to the Company shall be
(a) if the principal United States market for the Common Stock of the Company is
an exchange, the mean of the high and low prices at which the Company's Common
Stock was sold on the most recent date that the Common Stock was sold prior to
the date of exercise of the Option, as reported in the consolidated transaction
reporting system or, if not so reported, as reported on the principal exchange
market for the Common Stock; (b) if the principal United States market for the
Common Stock of the Company is the NASDAQ National Market, the closing price for
the Company's Common Stock on the most recent date on which the Common Stock was
traded in such market prior to the date of exercise of the Option, as reported
by the NASDAQ System; (c) if the principal United States market for the Common
Stock of the Company is not an exchange or the NASDAQ National Market but the
Common Stock is regularly quoted in the automated quotation system of a
registered securities association, the mean of the bid and asked prices for the
Common Stock quoted in such automated quotation


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system for the most recent date on which such prices were quoted prior to the
date of exercise of the Option; (d) in all other cases, the fair market value as
determined in accordance with such procedures as may be established by the
Board. As promptly as practicable after receipt of such written notification and
payment, the Company shall deliver to the optionee certificates for the number
of shares with respect to which such Option has been so exercised, issued in the
optionee's name; provided, however, that such delivery shall be deemed effected
for all purposes when a stock transfer agent of the Company shall have deposited
such certificates in the United States mail, addressed to the optionee, at the
address specified pursuant to this paragraph.

10.   Transferability of Options.

      Options shall not be transferable by the optionee otherwise than by will
or under the laws of descent and distribution and shall be exercisable, during
his lifetime, only by him (or, in the case of an incompetent former employee,
his guardians or members of a committee or other persons duly authorized by law
to administer his estate or assets).

11.   Termination of Employment or Death of Optionee.

      Except as may be otherwise expressly provided herein or as may be provided
by the Board upon the grant of any Option hereunder, Options shall terminate on
the earlier of

      (i)   the date of expiration thereof, or

      (ii) (a) in the case of an Option granted to a key employee of the Company
or a parent corporation or a subsidiary corporation, three (3) months after
termination of the employment relationship between the Company and the optionee
other than by death or retirement in good standing for reasons of disability
(within the meaning of Section 22(e)(3) of the Code), or (b) in the case of an
Option granted to a consultant or advisor who is not a key employee of the
Company or a parent corporation or a subsidiary corporation, three (3) months
after the optionee ceases to render bona fide services to the Company or a
parent corporation or a subsidiary corporation.

      The employment relationship between the Company and the optionee shall be
deemed to continue intact while the optionee is on military leave, sick leave or
other bona fide leave of absence (such as temporary employment by the
Government) if the period of such leave does not exceed ninety (90) days, or, if
longer, so long as the optionee's right to re-employment with the Company is
guaranteed either by statute or by contract. Where the period of leave exceeds
ninety (90) days and where the optionee's right to re-employment is not
guaranteed either by statute or by contract, the employment relationship will be
deemed to have terminated on the ninety-first (91st) day of such leave.

      In the event of the death of the holder of an Option while in the employ
of the Company (or within three (3) months after termination of such employment)
and before the date of expiration of such Option, such Option shall terminate on
the earlier of such date of expiration or one year following the date of such
death. After the death of the optionee, his executors or administrators, or any
person or persons to whom his Option may be transferred by will or by the laws
of descent and distribution, shall have the right prior to the termination of
such Option to exercise the Option to the extent the optionee was entitled to
exercise such Option immediately


                                      -4-
<PAGE>
prior to his death. If, before the date of expiration of the Option, the
optionee shall be retired in good standing for reasons of disability (within the
meaning of Section 22(e)(3) of the Code), the Option shall terminate on the
earlier of such date of expiration or one year after the date of such
retirement. In the event of such retirement, the optionee (or his executors or
administrators or any person or persons to whom his Option may be transferred by
will or by the laws of descent and distribution or, if he is incompetent, his
guardians or members of a committee or other persons duly authorized by law to
administer his estate or assets) shall have the right prior to the termination
of such Option to exercise the Option to the extent to which he was entitled to
exercise such Option immediately prior to such retirement.

      An employment relationship between the Company and the optionee shall be
deemed to exist during any period in which the optionee is employed by the
Company or by any parent corporation or subsidiary corporation.

12.   Repurchase Rights.

      The Board may, in its discretion, provide upon the grant of any Option
hereunder that the Company shall have an option (the "Repurchase Option") to
repurchase all or any number of the shares purchased upon exercise of such
Option, such Repurchase Option to be subject to such conditions, if any, as the
Board in its discretion may provide upon the grant of such option. The
repurchase price per share payable by the Company shall be such amount or be
determined by such formula as is fixed by the Board at the time the Option for
the shares subject to repurchase is granted. Shares purchased upon the exercise
of an Option which are subject to repurchase by the Company may be subjected to
such restrictions on transfer as the Board may, in its discretion, provide at
the time of the granting of such Option. In the event the Board shall grant
Options subject to the Company's Repurchase Option, the certificates
representing the shares purchased pursuant to such Option shall carry a legend
satisfactory to counsel for the Company referring to the Company's Repurchase
Option and, if such shares are subject to restrictions on transfer, to such
restrictions.

13.   Requirements of Law.

      The Company shall not be required to sell or issue any shares under any
Option if the issuance of such shares shall constitute a violation by the
optionee or by the Company of any provisions of any law or regulation of any
governmental authority or securities exchange. In addition, in the event that
upon exercise of any Option the sale by the Company of the shares issuable on
exercise of the Option is not registered under the Securities Act of 1933 (as
now in effect or hereafter amended), the Company shall not be required to issue
such shares unless the Company has received such representations and covenants
from the optionee as counsel for the Company considers necessary or advisable to
comply with the Securities Act of 1933 and the Company may imprint on the
certificates for the shares with respect to which such Option is exercised such
legend as counsel for the Company considers necessary or advisable to comply
with the Securities Act of 1933.

      The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended); and in the event any shares are so registered
the Company may remove any legend on certificates


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representing such shares. The Company shall not be obligated to take any other
affirmative action in order to cause the exercise of an Option or the issuance
of shares pursuant thereto to comply with any law or regulation of any
governmental authority or securities exchange.

14.   No Rights as Shareholder.

      No optionee shall have rights as a shareholder with respect to shares
covered by his Option until the date of issuance of a stock certificate for such
shares; and, except as otherwise provided in paragraph 16 hereof, no adjustment
for dividends, or otherwise, shall be made if the record date therefor is prior
to the date of issuance of such certificate.

15.   Employment Obligation.

      The granting of any Option shall not impose upon the Company or any parent
corporation or subsidiary corporation any obligation to employ or continue to
employ any optionee; and the right of the Company or any parent corporation or
subsidiary corporation to terminate the employment of any officer or other
employee shall not be diminished or affected by reason of the fact that an
Option has been granted to him.

16.   Changes in the Company's Capital Structure.

      The existence of outstanding Options shall not affect in any way the right
or power of the Company or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any other corporate act or
proceeding, whether of a similar character or otherwise.

      If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of the Common Stock outstanding, without
receiving compensation therefor in money, services or property, then (i) the
number, class, and per share price of shares of stock subject to outstanding
Options hereunder shall be appropriately adjusted in such a manner as to entitle
an optionee to receive upon exercise of an Option, for the same aggregate cash
consideration, the same total number and class of shares as he would have
received as a result of the event requiring the adjustment had he exercised his
Option in full immediately prior to such event; and (ii) the number and class of
shares with respect to which Options may be granted under the Plan shall be
adjusted by substituting for the total number of shares of Common Stock then
reserved that number and class of shares of stock that would have been received
by the owner of an equal number of outstanding shares of Common Stock as the
result of the event requiring the adjustment.

      After a merger of one or more corporations into the Company, or after a
consolidation of the Company and one or more corporations in which the Company
shall be the surviving corporation, each holder of an outstanding Option shall,
at no additional cost, be entitled upon exercise of such Option to receive
(subject to any required action by shareholders) in lieu of the number of shares
as to which such Option shall then be so exercisable, the number and class of


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shares of stock or other securities to which such holder would have been
entitled pursuant to the terms of the agreement of merger or consolidation if,
immediately prior to such merger or consolidation, such holder had been the
holder of record of a number of shares of Common Stock equal to the number of
shares as to which such Option shall be so exercised.

      If the Company is merged into or consolidated with another corporation
under circumstances where the Company is not the surviving corporation, of if
the Company is liquidated, or sells or otherwise disposes of substantially all
its assets to another corporation while unexercised Options remain outstanding
under the Plan, (i) subject to the provisions of clause (ii) below, after the
effective date of such merger, consolidation or sale, as the case may be, each
holder of an outstanding Option shall be entitled, upon exercise of such Option,
to receive, in lieu of shares of Common Stock, shares of such stock or other
securities, cash or property as the holders of shares of Common Stock received
pursuant to the terms of the merger, consolidation or sale; or (ii) all
outstanding Options may be cancelled by the Board as of the effective date of
any such merger, consolidation, liquidation or sale provided that (x) notice of
such cancellation shall be given to each holder of an Option and (y) each holder
of an Option shall have the right to exercise such Option to the extent that the
same is then exercisable or, if the Board shall have accelerated the time for
exercise of all unexercised and unexpired Options, in full during the 30-day
period preceding the effective date of such merger, consolidation, liquidation
or sale.

      Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash, property or services, either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock then subject to
outstanding Options.

17.   Amendment or Termination of Plan.

      The Board may modify, revise or terminate this Plan at any time and from
time to time, except that the class of persons eligible to receive Options shall
not be changed and the aggregate number of shares issuable under Options shall
not be increased, other than by operation of paragraph 16 hereof, without the
consent of the shareholders of the Company; provided, however, that no amendment
shall modify (within the meaning of Section 424(h) of the Code) any Option which
is an ISO outstanding on the date of such amendment without the consent of the
optionee.

18.   Written Agreement.

      Each Option granted hereunder shall be embodied in a written option
agreement which shall be subject to the terms and conditions prescribed above
and shall be signed by the President, any Vice President or the Treasurer of the
Company for and in the name and on behalf of the Company. Such an option
agreement shall contain such other provisions as the Board in its discretion
shall deem advisable.


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19.   Effective Date and Duration of the Plan.

      The Plan became effective on December 5, 1994. Options may not be granted
under the Plan more than ten (10) years after said effective date. The Plan
shall terminate (i) when the aggregate number of shares of Common Stock which
may be issued under Options shall have been issued upon the exercise of Options
or (ii) by action of the Board pursuant to paragraph 17 hereof, whichever shall
first occur.

20.   Use of Stock to Satisfy Tax Withholding Requirement.

      An optionee may elect, subject to the consent of the Company, to direct
the Company to withhold from the shares to be issued upon exercise of an Option
(or to tender already-owned shares of Common Stock) up to such number of shares
as would be necessary (based upon the fair market value of the Common Stock at
the time such shares are withheld or tendered) to meet the required tax
withholding on such Option exercise; provided, however, that any such election
by a director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of
the Company made on or after the date the Company first registers its Common
Stock under Section 12 of the Exchange Act shall be subject to the approval of
the Board or a Committee composed solely of two or more directors of the
Company, each of whom is a Non-Employee Director.




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