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                                                                    EXHIBIT 10.1

                    AMENDED AND RESTATED STOCK INCENTIVE PLAN

                                       OF

                                 BLACKBOARD INC.

         1.       PURPOSES OF THE PLAN. This stock incentive plan (the "Plan")
is designed to provide an incentive to employees (including directors and
officers who are employees) and to consultants and directors who are not
employees of BLACKBOARD INC., a Delaware corporation (the "Company"), or its
Subsidiaries (as defined in Paragraph 18), and to offer an additional inducement
in obtaining the services of such persons. The Plan provides for the grant of
"incentive stock options" ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), nonqualified stock
options which do not qualify as ISOs ("NQSOs"), stock appreciation rights
("SARs") and stock of the Company which may be subject to contingencies or
restrictions (collectively, "Awards"). The Company makes no representation or
warranty, express or implied, as to the qualification of any option as an
"incentive stock option" under the Code.

         2.       STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Paragraph 11, the aggregate number of shares of Common Stock, $0.01 par value
per share, of the Company ("Common Stock") for which Awards may be granted under
the Plan shall not exceed 9,669,024 shares. Such shares of Common Stock may, in
the discretion of the Board of Directors of the Company (the "Board of
Directors"), consist either in whole or in part of authorized but unissued
shares of Common Stock or shares of Common Stock held in the treasury of the
Company. Subject to the provisions of Paragraph 12, any shares of Common Stock
subject to an option or SAR which for any reason expires, is canceled or is
terminated unexercised or which ceases for any reason to be exercisable or a
restricted stock Award which for any reason is forfeited, shall again become
available for the granting of Awards under the Plan. The Company shall at all
times during the term of the Plan reserve and keep available such number of
shares of Common Stock as will be sufficient to satisfy the requirements of the
Plan.

         3.       ADMINISTRATION OF THE PLAN. The Plan shall be administered by
the Board of Directors or a committee of the Board of Directors consisting of
not less than two directors, each of whom to the extent required by Rule 16b-3
(as defined in Paragraph 18) shall be a non-employee director within the meaning
of Rule 16b-3 (collectively, the "Committee"). Unless otherwise provided in the
By-laws of the Company or by resolution of the Board of Directors, a majority of
the members of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, and
any acts approved in writing by all members without a meeting, shall be the acts
of the Committee.

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         Subject to the express provisions of the Plan, the Committee shall have
the authority, in its sole discretion, to determine: the person to whom Awards
shall be granted; the type of Award to be granted; the times when an Award shall
be granted; the number of shares of Common Stock to be subject to each Award;
the term of each option and SAR; the date each option and SAR shall become
exercisable; whether an option or SAR shall be exercisable in whole or in
installments and, if in installments, the number of shares of Common Stock to be
subject to each installment, whether the installments shall be cumulative, the
date each installment shall become exercisable and the term of each installment;
whether to accelerate the date of exercise of any option or SAR or installment
thereof; whether an unvested option may be exercised for shares of Common Stock
that are subject to the same restrictions relating to vesting as the option;
whether shares of Common Stock may be issued upon the exercise of an option as
partly paid and, if so, the dates when future installments of the exercise price
shall become due and the amounts of such installments; the exercise price of
each option and the base price of each SAR; the price, if any, to be paid for a
share Award; the form of payment of the exercise price of an option; the form of
payment upon exercise of an SAR; whether to restrict the sale or other
disposition of a stock Award or the shares of Common Stock acquired upon the
exercise of an option or SAR and, if so, to determine whether such contingencies
and restrictions have been met and whether and under what conditions to waive
any such contingency or restriction; whether and under what conditions to
subject all or a portion of the grant or exercise of an option or SAR, the
vesting of a stock Award or the shares acquired pursuant to the exercise of an
option or SAR to the fulfillment of certain contingencies or restrictions as
specified in the contract referred to in Paragraph 10 hereof (the "Contract"),
including without limitation, contingencies or restrictions relating to entering
into a covenant not to compete with the Company, any of its Subsidiaries or a
Parent (as defined in Paragraph 18), to financial objectives for the Company,
any of its Subsidiaries or a Parent, a division of any of the foregoing, a
product line or other category, and/or to the period of continued employment of
the Award holder with the Company, any of its Subsidiaries or a Parent, and to
determine whether such contingencies or restrictions have been met; whether an
Award holder is Disabled (as defined in Paragraph 18); the amount, if any,
necessary to satisfy the obligation of the Company, a Subsidiary or Parent to
withhold taxes or other amounts; the Fair Market Value (as defined in Paragraph
18) of a share of Common Stock; to construe the respective Contracts and the
Plan; with the consent of the Award holder, to cancel or modify an Award,
provided, that the modified provision is permitted to be included in an Award
granted under the Plan on the date of the modification, and further, provided,
that in the case of a modification (within the meaning of Section 424(h) of the
Code) of an ISO, such Award as modified would be permitted to be granted on the
date of such modification under the terms of the Plan; to prescribe, amend and
rescind rules and regulations relating to the Plan; to approve any provision of
the Plan or any Award granted under the Plan, or any amendment to either, which
under Rule 16b-3 requires the approval of the Board of Directors, a committee of
non-employee directors or the stockholders in order to be exempt (unless
otherwise specifically provided herein); and to make all other determinations
necessary or advisable for administering the Plan. Any controversy or claim
arising out of or relating to the Plan, any Award granted under the Plan or any
Contract shall be determined unilaterally by the Committee in its sole
discretion. The determinations of the Committee on the matters referred to in
this Paragraph 3 shall be conclusive and binding on the parties. No member

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or former member of the Committee shall be liable for any action, failure to act
or determination made in good faith with respect to the Plan or any Award or
Contract hereunder.

         4.       OPTIONS

                  (a)      GRANT. The Committee may from time to time,
consistent with the purposes of the Plan, grant options to such employees
(including officers and directors who are employees) of, and consultants to, the
Company or any of its Subsidiaries, and such Outside Directors, as the Committee
may determine, in its sole discretion. Such options granted shall cover such
number of shares of Common Stock as the Committee may determine, in its sole
discretion, as set forth in the applicable Contract; provided, however, that if
Section 162(m) applies to the Company, the maximum number of shares subject to
options that may be granted to any employee during any calendar year under the
Plan (the "162(m) Maximum") shall not exceed 750,000; and further, provided,
that the aggregate Fair Market Value (determined at the time the option is
granted) of the shares of Common Stock for which any eligible employee may be
granted ISOs under the Plan or any other plan of the Company, of any of its
Subsidiaries or of a Parent, which are exercisable for the first time by such
optionee during any calendar year shall not exceed $100,000. Such ISO limitation
shall be applied by taking ISOs into account in the order in which they were
granted. Any option granted in excess of such ISO limitation amount shall be
treated as a NQSO to the extent of such excess.

                  (b)      EXERCISE PRICE. The exercise price of the shares of
Common Stock under each option shall be determined by the Committee, in its sole
discretion, as set forth in the applicable Contract; provided, however, that the
exercise price per share of an ISO shall not be less than the Fair Market Value
of a share of Common Stock on the date of grant; and further, provided, that if,
at the time an ISO is granted, the optionee owns (or is deemed to own under
Section 424(d) of the Code) stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company, of any of its Subsidiaries
or of a Parent, the exercise price per share of such ISO shall not be less than
110% of the Fair Market Value of a share of Common Stock on the date of grant.

                  (c)      TERM. The term of each option granted pursuant to the
Plan shall be determined by the Committee, in its sole discretion, as set forth
in the applicable Contract; provided, however, that the term of each ISO shall
not exceed 10 years from the date of grant thereof; and further, provided, that
if, at the time an ISO is granted, the optionee owns (or is deemed to own under
Section 424(d) of the Code) stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company, of any of its Subsidiaries
or of a Parent, the term of the ISO shall not exceed five years from the date of
grant. Options shall be subject to earlier termination as hereinafter provided.

                  (d)      EXERCISE. An option (or any part or installment
thereof), to the extent then exercisable, shall be exercised by giving written
notice to the Company at its then principal office stating which option is being
exercised, specifying the number of shares of

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Common Stock as to which such option is being exercised and accompanied by
payment in full of the aggregate exercise price therefor (or the amount due upon
exercise if the Contract permits installment payments) (a) in cash or by
certified check or (b) if the applicable Contract permits, with previously
acquired shares of Common Stock having an aggregate Fair Market Value on the
date of exercise equal to the aggregate exercise price of all options being
exercised, or with any combination of cash, certified check or shares of Common
Stock having such value. The Company shall not be required to issue any shares
of Common Stock pursuant to any such option until all required payments,
including any required withholding, have been made.

         The Committee may, in its sole discretion, permit payment of all or a
portion of the exercise price of an option by delivery by the optionee of a
properly executed notice, together with a copy of his irrevocable instructions
to a broker acceptable to the Committee to deliver promptly to the Company the
amount of sale or loan proceeds sufficient to pay such exercise price and any
withholding. In connection therewith, the Company may enter into agreements for
coordinated procedures with one or more brokerage firms.

         An optionee entitled to receive Common Stock upon the exercise of an
option shall not have the rights of a stockholder with respect to such shares of
Common Stock until the date of issuance of a stock certificate for such shares
or, in the case of uncertificated shares, until an entry is made on the books of
the Company's transfer agent representing such shares; provided, however, that
until such stock certificate is issued or book entry is made, any optionee using
previously acquired shares of Common Stock in payment of an option exercise
price shall continue to have the rights of a stockholder with respect to such
previously acquired shares.

         In no case may an option be exercised with respect to a fraction of a
share of Common Stock. In no case may a fraction of a share of Common Stock be
purchased or issued under the Plan.

         5.       STOCK APPRECIATION RIGHTS.

                  (a)      GRANT. The Committee may from time to time,
consistent with the purposes of the Plan, grant SARs to such employees
(including officers and directors who are employees) of, and consultants to, the
Company or any of its Subsidiaries, and such Outside Directors, as the Committee
may determine in its sole discretion. An SAR shall entitle the holder thereof to
be paid, promptly after exercise, in cash, by check or with shares of Common
Stock having an aggregate Fair Market Value on the date of exercise or any
combination thereof, as determined by the Committee, in its sole discretion, an
amount equal to the excess, if any, of the Fair Market Value on the exercise
date of the shares of Common Stock as to which the SAR is exercised over the
base price of such shares.

                  (b)      BASE PRICE. The base price of the shares of Common
Stock subject to each SAR shall be determined by the Committee in its sole
discretion; provided,

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however, that the base price per share shall not be less than the Fair Market
Value of a share of Common Stock on the date of grant.

                  (c)      TERM. The term of each SAR granted pursuant to the
Plan shall be determined by the Committee, in its sole discretion, as set forth
in the applicable Contract; provided, however, that the term of each SAR shall
not exceed 10 years from the date of grant. SARs shall be subject to earlier
termination as provided in the Plan.

                  (d)      EXERCISE. An SAR (or any part or installment
thereof), to the extent then exercisable, shall be exercised by giving written
notice to the Company at its then principle office stating which SAR is being
exercised and specifying the number of shares of Common Stock as to which such
SAR is being exercised.

         The holder of an SAR who receives shares of Common Stock upon the
exercise of an SAR shall not have the rights of a stockholder with respect to
such shares of Common Stock until the date of issuance of a stock certificate
for such shares or, in the case of uncertificated shares, until an entry is made
on the books of the Company's transfer agent representing such shares.

         In no case may an SAR be exercised with respect to a fraction of a
share of Common Stock.

         6.       RESTRICTED STOCK. The Committee may from time, consistent with
the purposes of the Plan, grant shares of Common Stock to such employees
(including officers and directors who are employees) of, or consultants to, the
Company or any of its Subsidiaries, as the Committee may determine, in its sole
discretion. The grant may cover such number of shares as the Committee may
determine, in its sole discretion, and require the Award holder to pay such
price per share therefor, if any, as the Committee may determine, in its sole
discretion. Such shares may be subject to such contingencies and restrictions as
the Committee may determine, as set forth in the Contract. Upon the issuance of
the stock certificate for a share Award, or in the case of uncertificated
shares, the entry on the books of the Company's transfer agent representing such
shares, notwithstanding any contingencies or restrictions to which the shares
are subject, the Award holder shall be considered to be the record owner of the
shares, and subject to the contingencies and restrictions set forth in the
Award, shall have all rights of a stockholder of record with respect to such
shares, including the right to vote and to receive distributions. Upon the
occurrence of any such contingency or restriction, the Award holder may be
required to forfeit all or a portion of such shares back to the Company. The
shares shall vest in the Award holder when all of the restrictions and
contingencies lapse. Accordingly, the Committee may require that such shares be
held by the Company, together with a stock power duly endorsed in blank by the
Award holder, until the shares vest in the Award holder.

         7.       TERMINATION OF RELATIONSHIP. Except as may otherwise be
expressly provided in the applicable Contract, if an Award holder's relationship
with the

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Company, its Subsidiaries and Parent as an employee or a consultant has
terminated for any reason (other than as a result of his death or Disability),
the Award holder may exercise the options and SARs granted to him as an employee
of, or consultant to, the Company or any of its Subsidiaries, to the extent
exercisable on the date of such termination, at any time within three months
after the date of termination, but not thereafter and in no event after the date
the Award would otherwise have expired; provided, however, that if such
relationship is terminated either (a) for Cause (as defined in Paragraph 18), or
(b) without the consent of the Company, such option shall terminate immediately.

         For the purposes of the Plan, an employment relationship shall be
deemed to exist between an individual and the Company, any of its Subsidiaries
or a Parent if, at the time of the determination, the individual was an employee
of such corporation for purposes of Section 422(a) of the Code. As a result, an
individual on military, sick leave or other bona fide leave of absence shall
continue to be considered an employee for purposes of the Plan during such leave
if the period of the leave does not exceed 90 days, or, if longer, so long as
the individual's right to reemployment with the Company, any of its Subsidiaries
or a Parent is guaranteed either by statute or by contract. If the period of
leave exceeds 90 days and the individual's right to reemployment is not
guaranteed by statute or by contract, the employment relationship shall be
deemed to have terminated on the 91st day of such leave.

         Except as may otherwise be expressly provided in the applicable
Contract, options and SARs granted under the Plan shall not be affected by any
change in the status of the Award holder so long as he continues to be an
employee of, or a consultant to, the Company, or any of its Subsidiaries or a
Parent (regardless of having changed from one to the other or having been
transferred from one corporation to another).

         Except as may otherwise be expressly provided in the applicable
Contract, if an Award holder's relationship with the Company as an Outside
Director ceases for any reason (other than as a result of his death or
Disability) then options and SARs granted to such holder as an Outside Director
may be exercised, to the extent exercisable on the date of such termination, at
any time within three months after the date of termination, but not thereafter
and in no event after the date the Award would otherwise have expired; provided,
however, that if such relationship is terminated for Cause, such Award shall
terminate immediately. An Award granted to an Outside Director, however, shall
not be affected by the Award holder becoming an employee of, or consultant to,
the Company, any of its Subsidiaries or a Parent.

         Except as may otherwise be expressly provided in the Contract, upon the
termination of the relationship of an Award holder as an employee of, or
consultant to, the Company, and its Subsidiaries and Parent, or as an Outside
Director, for any reason (including his death or Disability), the share Award
shall cease any further vesting and the unvested portion of such Award as of the
date of such termination shall be forfeited to the Company for no consideration.

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         Nothing in the Plan or in any Award granted under the Plan shall confer
on any Award holder any right to continue in the employ of, or as a consultant
to, the Company, any of its Subsidiaries or a Parent, or as a director of the
Company, or interfere in any way with any right of the Company, any of its
Subsidiaries or a Parent to terminate the Award holder's relationship at any
time for any reason whatsoever without liability to the Company, any of its
Subsidiaries or a Parent.

         8.       DEATH OR DISABILITY. Except as may otherwise be expressly
provided in the applicable Contract, if an Award holder dies (a) while he is an
employee of, or consultant to, the Company, any of its Subsidiaries or a Parent,
(b) within three months after the termination of such relationship (unless such
termination was for Cause or without the consent of the Company) or (c) within
one year following the termination of such relationship by reason of his
Disability, the options and SARs that were granted to him as an employee of, or
consultant to, the Company or any of its Subsidiaries, may be exercised, to the
extent exercisable on the date of his death, by his Legal Representative (as
defined in Paragraph 18) at any time within one year after death, but not
thereafter and in no event after the date the option would otherwise have
expired.

         Except as may otherwise be expressly provided in the applicable
Contract, if an Award holder's relationship as an employee of, or consultant to,
the Company, any of its Subsidiaries or a Parent has terminated by reason of his
Disability, the options and SARs that were granted to him as an employee of, or
consultant to the Company or any of its Subsidiaries may be exercised, to the
extent exercisable upon the effective date of such termination, at any time
within one year after such date, but not thereafter and in no event after the
date the option would otherwise have expired.

         Except as may otherwise be expressly provided in the applicable
Contract, if an Award holder's relationship as an Outside Director terminates as
a result of his death or Disability, the options and SARs granted to him as an
Outside Director may be exercised, to the extent exercisable on the date of such
termination, at any time within one year after the date of termination, but not
thereafter and in no event after the date the Award would otherwise have
expired. In the case of the death of the Award holder, the Award may be
exercised by his legal representative.

         9.       COMPLIANCE WITH SECURITIES LAWS. It is a condition to the
issuance of any share Award and exercise of any option or SAR that either (a) a
Registration Statement under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Common Stock to be issued upon
such grant or exercise shall be effective and current at the time of exercise,
or (b) there is an exemption from registration under the Securities Act for the
issuance of the shares of Common Stock upon such exercise. Nothing herein shall
be construed as requiring the Company to register shares subject to any Award
under the Securities Act or to keep any Registration Statement effective or
current.

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         The Committee may require, in its sole discretion, as a condition to
the receipt of an Award or the exercise of any option or SAR that the Award
holder execute and deliver to the Company his representations and warranties, in
form, substance and scope satisfactory to the Committee, which the Committee
determines are necessary or convenient to facilitate the perfection of an
exemption from the registration requirements of the Securities Act, applicable
state securities laws or other legal requirement, including, without limitation,
that (a) the shares of Common Stock to be received under the Award or issued
upon the exercise of the option or SAR are being acquired by the Award holder
for his own account, for investment only and not with a view to the resale or
distribution thereof, and (b) any subsequent resale or distribution of shares of
Common Stock by such Award holder will be made only pursuant to (i) a
Registration Statement under the Securities Act which is effective and current
with respect to the shares of Common Stock being sold, or (ii) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption, the Award holder shall prior to any offer of sale or
sale of such shares of Common Stock provide the Company with a favorable written
opinion of counsel satisfactory to the Company, in form, substance and scope
satisfactory to the Company, as to the applicability of such exemption to the
proposed sale or distribution.

         In addition, if at any time the Committee shall determine, in its sole
discretion, that the listing or qualification of the shares of Common Stock
subject to any Award or option on any securities exchange, Nasdaq or under any
applicable law, or the consent or approval of any governmental agency or
regulatory body, is necessary or desirable as a condition to, or in connection
with, the granting of an Award or the issuing of shares of Common Stock
thereunder, such Award may not be granted and such option or SAR may not be
exercised in whole or in part unless such listing, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.

         10.      AWARD CONTRACTS. Each Award shall be evidenced by an
appropriate Contract which shall be duly executed by the Company and the Award
holder, and shall contain such terms, provisions and conditions not inconsistent
herewith as may be determined by the Committee. The terms of each Award and
Contract need not be identical.

         11.      ADJUSTMENTS UPON CHANGES IN COMMON STOCK. Notwithstanding any
other provision of the Plan, in the event of a stock dividend, recapitalization,
merger, spin-off, split-up, combination or exchange of shares or the like which
results in a change in the number or kind of shares of Common Stock which is
outstanding immediately prior to such event, the aggregate number and kind of
shares subject to the Plan, the aggregate number and kind of shares subject to
each outstanding Award, the exercise price of each option, the base price of
each SAR, and any contingencies and restrictions based on the number or kind of
shares, shall be appropriately adjusted by the Board of Directors, whose
determination shall be conclusive and binding on all parties. Such adjustment
may provide for the elimination of fractional shares which might otherwise be
subject to Awards without payment therefor.

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         In the event of (a) the liquidation or dissolution of the Company, (b)
a merger in which the Company is not the surviving corporation or a
consolidation, or (c) any transaction (or series of related transactions) in
which (i) more than 50% of the outstanding Common Stock is transferred or
exchanged for other consideration or (ii) shares of Common Stock in excess of
the number of shares of Common Stock outstanding immediately preceding the
transaction are issued (other than to stockholder of the Company with respect to
their shares of stock in the Company, any outstanding options, SARs or unvested
stock shall terminate upon the earliest of any such event, unless other
provision is made therefor in the transaction.

         12.      AMENDMENTS AND TERMINATION OF THE PLAN. The Plan was amended
and restated by the Board of Directors on May 2, 2000. No ISO may be granted
under the Plan after April 30, 2010. The Board of Directors, without further
approval of the Company's stockholders, may at any time suspend or terminate the
Plan, in whole or in part, or amend it from time to time in such respects as it
may deem advisable, including, without limitation, in order that ISOs granted
hereunder meet the requirements for "incentive stock options" under the Code or
to comply with the provisions of Rule 16b-3, Section 162(m) of the Code or any
change in applicable law, regulations, rulings or interpretations of any
governmental agency or regulatory body; provided, however, that no amendment
shall be effective without the requisite prior or subsequent stockholder
approval which would (a) except as contemplated in Paragraph 11, increase the
maximum number of shares of Common Stock for which Awards may be granted under
the Plan or the 162(m) Maximum, (b) change the eligibility requirements to
receive Awards hereunder or (c) make any change for which applicable law,
regulation, ruling or interpretation by the applicable governmental agency or
regulatory authority requires stockholder approval. No termination, suspension
or amendment of the Plan shall adversely affect the rights of any Award holder
under an Award without his prior consent. The power of the Committee to construe
and administer any Awards granted under the Plan prior to the termination or
suspension of the Plan nevertheless shall continue after such termination or
during such suspension.

         13.      NON-TRANSFERABILITY. No option or SAR granted under the Plan
shall be transferable otherwise than by will or the laws of descent and
distribution, and options and SARs may be exercised, during the lifetime of the
Award holder, only by him or his Legal Representatives. Except as may otherwise
be expressly provided in the Contract, a stock Award, to the extent not vested,
shall not be transferable otherwise than by will or the laws of descent and
distribution. Except to the extent provided above, Awards may not be assigned,
transferred, pledged, hypothecated or disposed of in any way (whether by
operation of law or otherwise) and shall not be subject to execution, attachment
or similar process, and any such attempted assignment, transfer, pledge,
hypothecation or disposition shall be null and void ab initio and of no force or
effect.

         14.      WITHHOLDING TAXES. The Company, a Subsidiary or Parent may
withhold (a) cash or (b) shares of Common Stock to be issued under a stock Award
or upon exercise of an option or SAR having an aggregate Fair Market Value on
the relevant date, or a combination of cash and shares having such value, in an
amount equal to the amount which the

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Committee determines is necessary to satisfy the obligation of the Company, any
of its Subsidiaries or a Parent to withhold federal, state and local taxes or
other amounts incurred by reason of the grant, vesting, exercise or disposition
of an Award, or the disposition of the underlying shares of Common Stock.
Alternatively, the Company may require the holder to pay to the Company such
amount, in cash, promptly upon demand.

         15.      LEGENDS; PAYMENT OF EXPENSES. The Company may endorse such
legend or legends upon the certificates for shares of Common Stock issued under
a stock Award or upon exercise of an option or SAR under the Plan and may issue
such "stop transfer" instructions to its transfer agent in respect of such
shares as it determines, in its discretion, to be necessary or appropriate to
(a) prevent a violation of, or to perfect an exemption from, the registration
requirements of the Securities Act and any applicable state securities laws, (b)
implement the provisions of the Plan or any agreement between the Company and
the Award holder with respect to such shares of Common Stock, or (c) permit the
Company to determine the occurrence of a "disqualifying disposition," as
described in Section 421(b) of the Code, of the shares of Common Stock issued or
transferred upon the exercise of an ISO granted under the Plan.

         The Company shall pay all issuance taxes with respect to the issuance
of shares of Common Stock under a stock Award or upon the exercise of an option
or SAR granted under the Plan, as well as all fees and expenses incurred by the
Company in connection with such issuance.

         16.      USE OF PROCEEDS. The cash proceeds received upon the exercise
of an option, or grant of a stock Award under the Plan shall be added to the
general funds of the Company and used for such corporate purposes as the Board
of Directors may determine.

         17.      SUBSTITUTIONS AND ASSUMPTIONS OF AWARDS OF CERTAIN CONSTITUENT
CORPORATIONS. Anything in this Plan to the contrary notwithstanding, the Board
of Directors may, without further approval by the stockholders, substitute new
Awards for prior options, SARs or restricted stock of a Constituent Corporation
(as defined in Paragraph 18) or assume the prior options or restricted stock of
such Constituent Corporation. In the event of any such substitution, the terms
and conditions of any then-current Contract pursuant to which Awards were
previously granted shall remain in full force and effect, provided however, that
any reference to stock or Awards contained therein shall be deemed to refer to
the substituted stock or securities of the Company.

         18.      DEFINITIONS. For purposes of the Plan, the following terms
shall be defined as set forth below:

                  (a)      "Cause" shall mean (i) in the case of an employee or
consultant, if there is a written employment or consulting agreement between the
Award holder and the Company, any of its Subsidiaries or a Parent which defines
termination of such relationship for cause, cause as defined in such agreement,
(ii) if clause (i) above does not apply, cause as defined

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in the Contract, if the Contract contains such a definition and (iii) in all
other cases, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any
law, rule or regulation (other than traffic violations or similar offenses) or
final cease-and-desist order or material breach of any provision of this
Agreement. For purposes of this Paragraph, no act or failure to act on the Award
holder's part shall be considered "willful" unless done, or omitted to be done,
in good faith and without reasonable belief that the Award holder's action or
omission was in the best interest of the Company. Cause shall be determined in
good faith by the affirmative vote of a majority of the whole Board of Directors
(excluding the vote of Award holder if a director) after the Award holder has
been provided the opportunity to make a presentation to the Board of Directors
which presentation to the Board of Directors may be with counsel.

                  (b)      "Constituent Corporation" shall mean any corporation
which engages with the Company, any of its Subsidiaries or a Parent in a
transaction to which Section 424(a) of the Code applies (or would apply if the
option assumed or substituted were an ISO), or any Subsidiary or Parent of such
corporation.

                  (c)      "Disability" shall mean a permanent and total
disability within the meaning of Section 22(e)(3) of the Code.

                  (d)      "Fair Market Value" of a share of Common Stock on any
day shall mean (i) if the principal market for the Common Stock is a national
securities exchange, the average of the highest and lowest sales prices per
share of Common Stock on such day as reported by such exchange or on a composite
tape reflecting transactions on such exchange, (ii) if the principal market for
the Common Stock is not a national securities exchange and the Common Stock is
quoted on Nasdaq, and (A) if actual sales price information is available with
respect to the Common Stock, the average of the highest and lowest sales prices
per share of Common Stock on such day on Nasdaq, or (B) if such information is
not available, the average of the highest bid and lowest asked prices per share
of Common Stock on such day on Nasdaq, or (iii) if the principal market for the
Common Stock is not a national securities exchange and the Common Stock is not
quoted on Nasdaq, the average of the highest bid and lowest asked prices per
share of Common Stock on such day as reported on the OTC Bulletin Board Service
or by National Quotation Bureau, Incorporated or a comparable service; provided,
however, that if clauses (i), (ii) and (iii) of this subparagraph are all
inapplicable, or if no trades have been made or no quotes are available for such
day, the Fair Market Value of a share of Common Stock shall be determined by the
Board of Directors by any method consistent with applicable regulations adopted
by the Treasury Department relating to stock options.

                  (e)      "Legal Representative" shall mean the executor,
administrator or other person who at the time is entitled by law to exercise the
rights of a deceased or incapacitated optionee with respect to an option granted
under the Plan.

                  (f)      "Nasdaq" shall mean the Nasdaq Stock Market.

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                  (g)      "Outside Director" shall mean a person who is a
director of the Company, but on the date of grant is not an employee of, or
consultant to, the Company, any of its Subsidiaries or a Parent.

                  (h)      "Parent" shall have the same definition as "parent
corporation" in Section 424(e) of the Code.

                  (i)      "Rule 16b-3" shall mean Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (as the same may be in effect and
interpreted for time to time).

                  (j)      "Subsidiary" shall have the same definition as
"subsidiary corporation" in Section 424(f) of the Code, and shall also include
an unincorporated entity that would qualify as a "subsidiary corporation" if it
had been incorporated (based on the percentage ownership in capital or profits).

         19.      GOVERNING LAW; CONSTRUCTION. The Plan, the Awards and
Contracts hereunder and all related matters shall be governed by, and construed
in accordance with, the laws of the State of Delaware, without regard to
conflict of law provisions that would defer to the substantive laws of another
jurisdiction.

         Neither the Plan nor any Contract shall be construed or interpreted
with any presumption against the Company by reason of the Company causing the
Plan or Contract to be drafted. Whenever from the context it appears
appropriate, any term stated in either the singular or plural shall include the
singular and plural, and any term stated in the masculine, feminine or neuter
gender shall include the masculine, feminine and neuter.

         20.      PARTIAL INVALIDITY. The invalidity, illegality or
unenforceability of any provision in the Plan, any Award or Contract shall not
affect the validity, legality or enforceability of any other provision, all of
which shall be valid, legal and enforceable to the fullest extent permitted by
applicable law.

         21.      STOCKHOLDER APPROVAL. The Plan, as amended and restated, is
subject to stockholder approval by the affirmative vote, in person or by proxy,
of the requisite classes and voting percentages of the Company's stockholder
entitled to vote thereon as determined by the Company's Certificate of
Incorporation and/or Certificate of Designation at any duly held meeting of the
Company's Stockholders at which a quorum is present. No Award granted pursuant
to any amendment to the Plan that requires stockholder approval may vest or be
exercised prior to such stockholder approval; provided, however, that if so
designated by the Committee, Awards granted prior to the date of stockholder
approval of any such amendment to this Plan shall be deemed to be duly granted
under the Plan if there are shares available therefor without giving effect to
such amendment and shall not be affected by such amendment, whether or not it is
ultimately approved by the stockholders. If an amendment to the Plan requiring

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stockholder approval, including pursuant to this amendment and restatement, is
not approved by a vote of the requisite classes and voting percentages of
stockholders of the Company, the Plan shall continue in force and effect as it
existed immediately prior to such amendment, and any Awards granted pursuant to
such amendment shall be null and void.

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