<PAGE>

                                                                     Exhibit 4.1

                          CHINA FINANCE ONLINE CO. LTD.
                            2004 STOCK INCENTIVE PLAN

1.   PURPOSE OF PLAN

     The purpose of the China Finance Online Co. Ltd. Stock Incentive Plan (this
     "PLAN") is to promote the success of the Corporation and to increase
     shareholder value by providing an additional means through the grant of
     awards to attract, motivate, retain and reward selected employees and other
     eligible persons of the Group. As used herein, "CORPORATION" means China
     Finance Online Co. Ltd., a company incorporated in the Hong Kong Special
     Administrative Region, People's Republic of China; "SUBSIDIARY" means any
     corporation or other entity a majority of whose outstanding voting stock or
     voting power is beneficially owned directly or indirectly by the
     Corporation, or in which the Corporation has a variable interest; "GROUP"
     means the Corporation and its Subsidiaries, collectively; and "BOARD" means
     the Board of Directors of the Corporation.

2.   ELIGIBILITY

     The Administrator (as such term is defined in Section 3.1) may grant awards
     under this Plan only to those persons that the Administrator determines to
     be Eligible Persons. An "ELIGIBLE PERSON" is any person who is either: (a)
     an officer (whether or not a director) or employee of the Group; (b) a
     director of any member of the Group; or (c) an individual consultant or
     advisor who renders or has rendered bona fide services (other than services
     in connection with the offering or sale of securities of the Company in a
     capital-raising transaction or as a market maker or promoter of the
     Company's securities) to the Company and who is selected to participate in
     this Plan by the Administrator. Notwithstanding the foregoing, a person who
     is otherwise an Eligible Person under clause (c) above may participate in
     this Plan only if such participation would not compromise the Corporation's
     ability to rely on Rule 701 to exempt from registration under the
     Securities Act of 1933, as amended (the "SECURITIES ACT"), or use Form S-8
     to register under the Securities Act, the offering and sale of securities
     issuable under this Plan by the Corporation or the Corporation's compliance
     with any other applicable laws. An Eligible Person who has been granted an
     award (a "PARTICIPANT") may, if otherwise eligible, be granted additional
     awards if the Administrator shall so determine.

3.   PLAN ADMINISTRATION

     3.1  THE ADMINISTRATOR. This Plan shall be administered by and all awards
          under this Plan shall be authorized by the Administrator. The
          "ADMINISTRATOR" means the Board or one or more committees appointed by
          the Board or another committee (within its delegated authority) to
          administer all or certain aspects of this Plan. Any such committee
          shall be comprised solely of one or more directors or such number of
          directors as may be required under applicable law. A committee may
          delegate some or all of its authority to another committee so
          constituted. Unless otherwise provided in the Memorandum and Articles
          of Association of the Corporation or the applicable charter of any
          Administrator: (a) a majority of the members of the acting
          Administrator shall constitute a quorum, and (b) the vote of a
          majority of the members present assuming the presence of a quorum or
          the unanimous written

<PAGE>

          consent of the members of the Administrator shall constitute action by
          the acting Administrator.

          With respect to awards intended to satisfy the requirements for
          performance-based compensation under Section 162(m) of the United
          States Internal Revenue Code of 1986, as amended (the "CODE"), this
          Plan shall be administered by a committee consisting solely of two or
          more outside directors (as this requirement is applied under Section
          162(m) of the Code); provided, however, that the failure to satisfy
          such requirement shall not affect the validity of the action of any
          committee otherwise duly authorized and acting in the matter. To the
          extent required by any applicable listing agency, this Plan shall be
          administered by a committee composed entirely of independent directors
          (within the meaning of the applicable listing agency).

     3.2  POWERS OF THE ADMINISTRATOR. Subject to the express provisions of this
          Plan, the Administrator is authorized and empowered to do all things
          necessary or desirable in connection with the authorization of awards
          and the administration of this Plan (in the case of a committee,
          within the authority delegated to that committee or person(s)),
          including, without limitation, the authority to:

          (a)  determine eligibility and, from among those persons determined to
               be eligible, the particular Eligible Persons who will receive an
               award under this Plan;

          (b)  grant awards to Eligible Persons, determine the price at which
               securities will be offered or awarded and the number of
               securities to be offered or awarded to any of such persons,
               determine the other specific terms and conditions of such awards
               consistent with the express limits of this Plan, establish the
               installments (if any) in which such awards shall become
               exercisable or shall vest (which may include, without limitation,
               performance and/or time-based schedules), or determine that no
               delayed exercisability or vesting is required, establish any
               applicable performance targets, and establish the events of
               termination or reversion of such awards;

          (c)  approve the forms of award agreements (which need not be
               identical either as to type of award or among participants);

          (d)  construe and interpret this Plan and any agreements defining the
               rights and obligations of the Corporation and participants under
               this Plan, further define the terms used in this Plan, and
               prescribe, amend and rescind rules and regulations relating to
               the administration of this Plan or the awards granted under this
               Plan;

          (e)  cancel, modify, or waive the Corporation's rights with respect
               to, or modify, discontinue, suspend, or terminate any or all
               outstanding awards, subject to any required consent under Section
               8.6.5;

          (f)  accelerate or extend the vesting or exercisability or extend the
               term of any or all such outstanding awards (in the case of
               options or stock appreciation rights, within the maximum ten-year
               term of such awards) in such


                                       2

<PAGE>

               circumstances as the Administrator may deem appropriate
               (including, without limitation, in connection with a termination
               of employment or services or other events of a personal nature)
               subject to any required consent under Section 8.6.5;

          (g)  adjust the number of shares subject to any award, adjust the
               price of any or all outstanding awards or otherwise change
               previously imposed terms and conditions, in such circumstances as
               the Administrator may deem appropriate, in each case subject to
               Sections 4 and 8.6, and provided that in no case (except due to
               an adjustment contemplated by Section 7 or any repricing that may
               be approved by shareholders) shall such an adjustment constitute
               a repricing (by amendment, cancellation and regrant, exchange or
               other means) of the per share exercise or base price of any
               option or stock appreciation right to a price that is less than
               the fair market value of a share (as adjusted pursuant to Section
               7) on the date of the grant of the initial award;

          (h)  determine the date of grant of an award, which may be a
               designated date after but not before the date of the
               Administrator's action (unless otherwise designated by the
               Administrator, the date of grant of an award shall be the date
               upon which the Administrator took the action granting an award);

          (i)  determine whether, and the extent to which, adjustments are
               required pursuant to Section 7 hereof and authorize the
               termination, conversion, substitution or succession of awards
               upon the occurrence of an event of the type described in Section
               7;

          (j)  acquire or settle (subject to Sections 7 and 8.6) rights under
               awards in cash, stock of equivalent value, or other
               consideration; and

          (k)  determine the fair market value of the shares or awards under
               this Plan from time to time and/or the manner in which such value
               will be determined.

     3.3  BINDING DETERMINATIONS. Any action taken by, or inaction of, the
          Corporation, any Subsidiary, or the Administrator relating or pursuant
          to this Plan and within its authority hereunder or under applicable
          law shall be within the absolute discretion of that entity or body and
          shall be conclusive and binding upon all persons. Neither the Board
          nor any Board committee, nor any member thereof or person acting at
          the direction thereof, shall be liable for any act, omission,
          interpretation, construction or determination made in good faith in
          connection with this Plan (or any award made under this Plan), and all
          such persons shall be entitled to indemnification and reimbursement by
          the Corporation in respect of any claim, loss, damage or expense
          (including, without limitation, attorneys' fees) arising or resulting
          therefore to the fullest extent permitted by law and/or under any
          directors and officers liability insurance coverage that may be in
          effect from time to time.

     3.4  RELIANCE ON EXPERTS. In making any determination or in taking or not
          taking any action under this Plan, the Board or a committee, as the
          case may be, may obtain and may rely upon the advice of experts,
          including employees and professional


                                       3

<PAGE>

          advisors to the Corporation. No director, officer or agent of any
          member of the Group shall be liable for any such action or
          determination taken or made or omitted in good faith.

     3.5  DELEGATION. The Administrator may delegate ministerial,
          non-discretionary functions to individuals who are officers or
          employees of any member of the Group or to third parties.

4.   ORDINARY SHARES SUBJECT TO THE PLAN; SHARE LIMITS

     4.1  SHARES AVAILABLE. Subject to the provisions of Section 7.1, the
          capital stock that may be delivered under this Plan shall be shares of
          the Corporation's authorized but unissued ordinary shares ("ORDINARY
          SHARES"). For purposes of this Plan, "PLAN SHARES" shall mean the
          Ordinary Shares of the Corporation and such other securities or
          property as may become the subject of awards under this Plan, or may
          become subject to such awards, pursuant to an adjustment made under
          Section 7.1.

          SHARE LIMITS. The maximum number of Ordinary Shares that may be
delivered pursuant to awards granted to Eligible Persons under this Plan (the
"SHARE LIMIT") is equal to 15,688,488 Ordinary Shares. The following limits also
apply with respect to awards granted under this Plan:

          (a)  The maximum number of Ordinary Shares that may be delivered
               pursuant to options qualified as incentive stock options granted
               under this Plan is 3,000,000 Ordinary Shares.

          (b)  The maximum number of Ordinary Shares subject to those options
               and stock appreciation rights that are granted during any
               calendar year to any individual under this Plan is 2,000,000
               Ordinary Shares.

          (c)  The maximum number of Ordinary Shares subject to all awards that
               are granted during any calendar year to any individual under this
               Plan is 2,000,000 Ordinary Shares. This limit does not apply,
               however, to shares delivered in respect of compensation earned
               but deferred.

          (d)  The maximum number of shares of Ordinary Shares that may be
               delivered pursuant to awards granted under this Plan, other than
               pursuant to stock option and stock appreciation right grants, is
               3,000,000 Ordinary Shares. This limit does not apply, however, to
               shares delivered in respect of compensation earned but deferred.

          (e)  Additional limits with respect to Performance-Based Awards are
               set forth in Section 5.2.3.

          Each of the foregoing numerical limits is subject to adjustment as
          contemplated by Section 4.3, Section 7.1, and Section 8.10.


                                       4

<PAGE>

     4.1  AWARDS SETTLED IN CASH, REISSUE OF AWARDS AND SHARES. To the extent
          that an award is settled in cash or a form other than Plan Shares, the
          Plan Shares that would have been delivered had there been no such cash
          or other settlement shall not be counted against the Ordinary Shares
          available for issuance under this Plan. In the event that Plan Shares
          are delivered in respect of a dividend equivalent, stock appreciation
          right, or other award, only the actual number of Plan Shares delivered
          with respect to the award shall be counted against the share limits of
          this Plan. Plan Shares that are subject to or underlie awards which
          expire or for any reason are cancelled or terminated, are forfeited,
          fail to vest, or for any other reason are not paid or delivered under
          this Plan shall again be available for subsequent awards under this
          Plan. Plan Shares that are exchanged by a participant or withheld by
          the Corporation as full or partial payment in connection with any
          award under this Plan, as well as any Plan Shares exchanged by a
          participant or withheld by the Group to satisfy the tax withholding
          obligations related to any award under this Plan, shall be available
          for subsequent awards under this Plan. Refer to Section 8.10 for
          application of the foregoing share limits with respect to assumed
          awards. The foregoing adjustments to the share limits of this Plan are
          subject to any applicable limitations under Section 162(m) of the Code
          with respect to awards intended as performance-based compensation
          thereunder.

     4.2  RESERVATION OF SHARES; NO FRACTIONAL SHARES; MINIMUM ISSUE. The
          Corporation shall at all times reserve a number of Ordinary Shares
          sufficient to cover the Corporation's obligations and contingent
          obligations to deliver Plan Shares with respect to awards then
          outstanding under this Plan (exclusive of any dividend equivalent
          obligations to the extent the Corporation has the right to settle such
          rights in cash). No fractional Plan Shares shall be delivered under
          this Plan. The Administrator may pay cash in lieu of any fractional
          Plan Shares in settlements of awards under this Plan. No fewer than
          1,000 Ordinary Shares may be purchased on exercise of any award (or,
          in the case of stock appreciation or purchase rights, no fewer than
          1,000 rights may be exercised at any one time) unless the total number
          purchased or exercised is the total number at the time available for
          purchase or exercise under the award.

5    AWARDS

     5.1  TYPE AND FORM OF AWARDS. The Administrator shall determine the type or
          types of award(s) to be made to each selected Eligible Person. Awards
          may be granted singly, in combination or in tandem. Awards also may be
          made in combination or in tandem with, in replacement of, as
          alternatives to, or as the payment form for grants or rights under any
          other employee or compensation plan of the Group. The types of awards
          that may be granted under this Plan are:

               5.1.1 STOCK OPTIONS. A stock option is the grant of a right to
               purchase a specified number of Plan Shares during a specified
               period as determined by the Administrator. An option may be
               intended as an incentive stock option within the meaning of
               Section 422 of the Code (an "ISO") or a nonqualified stock option
               (an option not intended to be an ISO). The award agreement


                                       5

<PAGE>

               for an option will indicate if the option is intended as an ISO,
               otherwise it will be deemed to be a nonqualified stock option.
               The maximum term of each option (ISO or nonqualified) shall be
               ten (10) years. The per share exercise price for each option
               shall be not less than 100% of the fair market value of a Plan
               Share on the date of grant of the option, except as follows: (a)
               in the case of a stock option granted retroactively in tandem
               with or as a substitution for another award, the per share
               exercise price may be no lower than the fair market value of a
               Plan Share on the date such other award was granted (to the
               extent consistent with Sections 422 and 424 of the Code in the
               case of options intended as incentive stock options); and (b) in
               any other circumstances, a nonqualified stock option may be
               granted with a per share exercise price that is less than the
               fair market value of a Plan Share on the date of grant, provided
               that such exercise price shall not be less than the per share
               purchase price of the preference shares of the Corporation; and
               provided further that any Plan Shares delivered in respect of
               such option shall be charged against the limit of Section 4.2(d)
               (the limit on full-value awards) as well as any other applicable
               limit under Section 4.2. When an option is exercised, the
               exercise price for the Plan Shares to be purchased shall be paid
               in full in cash or such other method permitted by the
               Administrator consistent with Section 5.5.

               5.1.2 ADDITIONAL RULES APPLICABLE TO ISOS. To the extent that the
               aggregate fair market value (determined at the time of grant of
               the applicable option) of stock with respect to which ISOs first
               become exercisable by a participant in any calendar year exceeds
               $100,000, taking into account both Plan Shares subject to ISOs
               under this Plan and stock subject to ISOs under all other plans
               of the Group (or any parent or predecessor corporation to the
               extent required by and within the meaning of Section 422 of the
               Code and the regulations promulgated thereunder), such options
               shall be treated as nonqualified stock options. In reducing the
               number of options treated as ISOs to meet the $100,000 limit, the
               most recently granted options shall be reduced first. To the
               extent a reduction of simultaneously granted options is necessary
               to meet the $100,000 limit, the Administrator may, in the manner
               and to the extent permitted by law, designate which Plan Shares
               are to be treated as shares acquired pursuant to the exercise of
               an ISO. ISOs may only be granted to employees of the Corporation
               or one of its subsidiaries (for this purpose, the term
               "subsidiary" is used as defined in Section 424(f) of the Code,
               which generally requires an unbroken chain of ownership of at
               least 50% of the total combined voting power of all classes of
               stock of each subsidiary in the chain beginning with the
               Corporation and ending with the subsidiary in question). There
               shall be imposed in any award agreement relating to ISOs such
               other terms and conditions as from time to time are required in
               order that the option be an "incentive stock option" as that term
               is defined in Section 422 of the Code.

               5.1.3 STOCK APPRECIATION RIGHTS. A stock appreciation right is a
               right to receive a payment, in cash and/or Plan Shares, equal to
               the excess of the fair market value of a specified number of Plan
               Shares on the date the stock


                                       6

<PAGE>

               appreciation right is exercised over the fair market value of a
               Plan Share on the date the stock appreciation right was granted
               (the "base price") as set forth in the applicable award
               agreement, except as follows: (a) in the case of a stock
               appreciation right granted retroactively in tandem with or as a
               substitution for another award, the base price may be no lower
               than the fair market value of a Plan Share on the date such other
               award was granted; and (b) in any other circumstances, a stock
               appreciation right may be granted with a base price that is less
               than the fair market value of a Plan Share on the date of grant,
               provided that any shares delivered in respect of such award shall
               be charged against the limit of Section 4.2(d) (the limit on
               full-value awards) as well as any other applicable limit under
               Section 4.2. The maximum term of a stock appreciation right shall
               be ten (10) years. The Administrator may grant limited stock
               appreciation rights which are exercisable only upon a change in
               control or other specified event and may be payable based on the
               spread between the base price of the stock appreciation right and
               the fair market value of a Plan Share during a specified period
               or at a specified time within a specified period before, after or
               including the date of such event.

               5.1.4 OTHER AWARDS. The other types of awards that may be granted
               under this Plan include: (a) stock bonuses, restricted stock,
               performance stock, stock units, phantom stock, dividend
               equivalents, or similar rights to purchase or acquire shares,
               whether at a fixed or variable price or ratio related to the Plan
               Shares, upon the passage of time, the occurrence of one or more
               events, or the satisfaction of performance criteria or other
               conditions, or any combination thereof; (b) any similar
               securities with a value derived from the value of or related to
               the Plan Shares and/or returns thereon; or (c) cash awards
               granted consistent with Section 5.2 below.

     5.2  SECTION 162(M) PERFORMANCE-BASED AWARDS. Without limiting the
          generality of the foregoing, any of the types of awards listed in
          Section 5.1.4 above may be, and options and stock appreciation rights
          granted with an exercise or base price not less than the fair market
          value of a Plan Share at the date of grant ("QUALIFYING OPTIONS" and
          "QUALIFYING STOCK APPRECIATION RIGHTS," respectively) typically will
          be, granted as awards intended to satisfy the requirements for
          "performance-based compensation" within the meaning of Section 162(m)
          of the Code ("PERFORMANCE-BASED AWARDS"). The grant, vesting,
          exercisability or payment of Performance-Based Awards may depend (or,
          in the case of Qualifying Options or Qualifying Stock Appreciation
          Rights, may also depend) on the degree of achievement of one or more
          performance goals relative to a pre-established targeted level or
          level using one or more of the Business Criteria set forth below (on
          an absolute or relative basis) for the Corporation on a consolidated
          basis or for one or more of the Corporation's subsidiaries, segments,
          divisions or business units, or any combination of the foregoing. Any
          Qualifying Option or Qualifying Stock Appreciation Right shall be
          subject only to the requirements of Section 5.2.1 and 5.2.3 in order
          for such award to satisfy the requirements for "performance-based
          compensation" under Section 162(m) of the Award. Any other
          Performance-Based Award shall be subject to all of the following
          provisions of this Section 5.2.


                                       7

<PAGE>

               5.2.1 CLASS; ADMINISTRATOR. The eligible class of persons for
               Performance-Based Awards under this Section 5.2 shall be officers
               and employees of any member of the Group. The Administrator
               approving Performance-Based Awards or making any certification
               required pursuant to Section 5.2.4 must be constituted as
               provided in Section 3.1 for awards that are intended as
               performance-based compensation under Section 162(m) of the Code.

               5.2.2 PERFORMANCE GOALS. The specific performance goals for
               Performance-Based Awards (other than Qualifying Options and
               Qualifying Stock Appreciation Rights) shall be, on an absolute or
               relative basis, established based on one or more of the following
               business criteria ("BUSINESS CRITERIA") as selected by the
               Administrator in its sole discretion: earnings per share, cash
               flow (which means cash and cash equivalents derived from either
               net cash flow from operations or net cash flow from operations,
               financing and investing activities), total shareholder return,
               gross revenue, revenue growth, operating income (before or after
               taxes), net earnings (before or after interest, taxes,
               depreciation and/or amortization), return on equity or on assets
               or on net investment, cost containment or reduction, or any
               combination thereof. These terms are used as applied under
               generally accepted accounting principles or in the Group's
               financial reporting. To qualify awards as performance-based under
               Section 162(m), the applicable Business Criterion (or Business
               Criteria, as the case may be) and specific performance goal or
               goals ("targets") must be established and approved by the
               Administrator during the first 90 days of the performance period
               (and, in the case of performance periods of less than one year,
               in no event more than 25% of the performance period has elapsed)
               and while performance relating to such target(s) remains
               substantially uncertain within the meaning of Section 162(m) of
               the Code. Performance targets shall be adjusted to mitigate the
               unbudgeted impact of material, unusual or nonrecurring gains and
               losses, accounting changes or other extraordinary events not
               foreseen at the time the targets were set unless the
               Administrator provides otherwise at the time of establishing the
               targets. The applicable performance measurement period may not be
               less than three months nor more than 10 years.

               5.2.3 FORM OF PAYMENT; MAXIMUM PERFORMANCE-BASED AWARD. Grants or
               awards under this Section 5.2 may be paid in cash or Plan Shares
               or any combination thereof. Grants of Qualifying Options and
               Qualifying Stock Appreciation Rights to any one participant in
               any one calendar year shall be subject to the limit set forth in
               Section 4.2(b). The maximum number of Ordinary Shares which may
               be delivered pursuant to Performance-Based Awards (other than
               Qualifying Options and Qualifying Stock Appreciation Rights, and
               other than cash awards covered by the following sentence) that
               are granted to any one participant in any one calendar year shall
               not exceed 2,000,000 shares, either individually or in the
               aggregate, subject to adjustment as provided in Section 7.1. In
               addition, the aggregate amount of compensation to be paid to any
               one participant in respect of all Performance-Based Awards
               payable only in cash and not related to


                                       8

<PAGE>

               Ordinary Shares and granted to that participant in any one
               calendar year shall not exceed $5,000,000. Awards that are
               cancelled during the year shall be counted against these limits
               to the extent permitted by Section 162(m) of the Code.

               5.2.4 CERTIFICATION OF PAYMENT. Before any Performance-Based
               Award under this Section 5.2 (other than Qualifying Options and
               Qualifying Stock Appreciation Rights) is paid and to the extent
               required to qualify the award as performance-based compensation
               within the meaning of Section 162(m) of the Code, the
               Administrator must certify in writing that the performance
               target(s) and any other material terms of the Performance-Based
               Award were in fact timely satisfied.

               5.2.5 RESERVATION OF DISCRETION. The Administrator will have the
               discretion to determine the restrictions or other limitations of
               the individual awards granted under this Section 5.2 including
               the authority to reduce awards, payouts or vesting or to pay no
               awards, in its sole discretion, if the Administrator preserves
               such authority at the time of grant by language to this effect in
               its authorizing resolutions or otherwise.

               5.2.6 EXPIRATION OF GRANT AUTHORITY. As required pursuant to
               Section 162(m) of the Code and the regulations promulgated
               thereunder, the Administrator's authority to grant new awards
               that are intended to qualify as performance-based compensation
               within the meaning of Section 162(m) of the Code (other than
               Qualifying Options and Qualifying Stock Appreciation Rights)
               shall terminate upon the first meeting of the Corporation's
               shareholders that occurs in the fifth year following the year in
               which the Corporation's shareholders first approve this Plan.

     5.3  AWARD AGREEMENTS. Each award shall be evidenced by a written award
          agreement in the form approved by the Administrator and executed on
          behalf of the Corporation and, if required by the Administrator,
          executed by the recipient of the award. The Administrator may
          authorize any officer of the Corporation (other than the particular
          award recipient) to execute any or all award agreements on behalf of
          the Corporation. The award agreement shall set forth the material
          terms and conditions of the award as established by the Administrator
          consistent with the express limitations of this Plan.

     5.4  DEFERRALS AND SETTLEMENTS. Payment of awards may be in the form of
          cash, Plan Shares, other awards or combinations thereof as the
          Administrator shall determine, and with such restrictions as it may
          impose. The Administrator may also require or permit participants to
          elect to defer the issuance of shares or the settlement of awards in
          cash under such rules and procedures as it may establish under this
          Plan. The Administrator may also provide that deferred settlements
          include the payment or crediting of interest or other earnings on the
          deferral amounts, or the payment or crediting of dividend equivalents
          where the deferred amounts are denominated in shares.


                                       9

<PAGE>

     5.5  CONSIDERATION FOR PLAN SHARES OR AWARDS. The purchase price for any
          award granted under this Plan or the Plan Shares to be delivered
          pursuant to an award, as applicable, may be paid by means of any
          lawful consideration as determined by the Administrator, including,
          without limitation, one or a combination of the following methods:

          -    services rendered by the recipient of such award;

          -    cash, check payable to the order of the Corporation, or
               electronic funds transfer;

          -    notice and third party payment in such manner as may be
               authorized by the Administrator;

          -    the delivery of previously owned Plan Shares;

          -    by a reduction in the number of Plan Shares otherwise deliverable
               pursuant to the award; or

          -    subject to such procedures as the Administrator may adopt,
               pursuant to a "cashless exercise" with a third party who provides
               financing for the purposes of (or who otherwise facilitates) the
               purchase or exercise of awards.

          In no event shall any shares newly-issued by the Corporation be issued
          for less than the minimum lawful consideration for such shares or for
          consideration other than consideration permitted by applicable law. In
          the event that the Administrator allows a participant to exercise an
          award by delivering Plan Shares previously owned by such participant
          and unless otherwise expressly provided by the Administrator, any
          shares delivered which were initially acquired by the participant from
          the Corporation (upon exercise of a stock option or otherwise) must
          have been owned by the participant at least six months as of the date
          of delivery. Plan Shares used to satisfy the exercise price of an
          option shall be valued at their fair market value on the date of
          exercise. The Corporation will not be obligated to deliver any Plan
          Shares unless and until it receives full payment of the exercise or
          purchase price therefor and any related withholding obligations under
          Section 8.5 and any other conditions to exercise or purchase have been
          satisfied. Unless otherwise expressly provided in the applicable award
          agreement, the Administrator may at any time eliminate or limit a
          participant's ability to pay the purchase or exercise price of any
          award or shares by any method other than cash payment to the
          Corporation.

     5.6  DEFINITION OF FAIR MARKET VALUE. For purposes of this Plan, "fair
          market value" with shall mean, until such time that the Plan Shares
          are listed or admitted to trade on a national securities exchange,
          reported on the National Market Reporting System, or bid and asked
          prices for the Plan Shares are furnished by the NASD or a similar
          organization, the value as established by the Administrator at such
          time for purposes of this Plan. Thereafter, unless otherwise
          determined or provided by the Administrator in the circumstances, the
          last price for a Plan Share, respectively, as furnished by the
          National Association of Securities Dealers, Inc. ("NASD") through the
          NASDAQ National Market Reporting System for the date in question


                                       10

<PAGE>

          or, if there were no sales of Plan Shares reported by the NASD on that
          date, the last price for a Plan Share as reported by the NASD through
          the NASDAQ National Market Reporting System for the next preceding day
          on which sales of Plan Shares were reported by the NASD. The
          Administrator may, however, provide with respect to one or more awards
          (1) if the last price for the date in question is not yet known as of
          the time of the determination, that the fair market value shall equal
          the last price of a share of Plan Share as of the immediately
          preceding trading day, or (2) that the fair market value shall equal
          the average of the high and low sales prices for a Plan Share for the
          date in question or the most recent trading day. The Administrator
          also may adopt a different methodology for determining fair market
          value with respect to one or more awards if a different methodology is
          necessary or advisable to secure any intended favorable tax, legal or
          other treatment for the particular award(s) (for example, and without
          limitation, the Administrator may provide that fair market value for
          purposes of one or more awards will be based on an average of closing
          prices (or the average of high and low daily trading prices) for a
          specified period preceding the relevant date). Notwithstanding the
          foregoing, the fair market value of Plan Shares for purposes of grants
          of ISOs shall be determined in compliance with applicable provisions
          of the Code.

     5.7  TRANSFER RESTRICTIONS.

               5.7.1 LIMITATIONS ON EXERCISE AND TRANSFER. Unless otherwise
               expressly provided in (or pursuant to) this Section 5.7, by
               applicable law and by the award agreement, as the same may be
               amended, (a) all awards are non-transferable and shall not be
               subject in any manner to sale, transfer, anticipation,
               alienation, assignment, pledge, encumbrance or charge; (b) awards
               shall be exercised only by the participant; and (c) amounts
               payable or shares issuable pursuant to any award shall be
               delivered only to (or for the account of) the participant.

               5.7.2 EXCEPTIONS. The Administrator may permit awards to be
               exercised by and paid to certain persons or entities related to
               the participant, including but not limited to members of the
               participant's immediate family, trusts or other entities
               controlled by or whose beneficiaries or beneficial owners are the
               participant and/or members of the participant's immediate family,
               pursuant to such conditions and procedures, including limitations
               on subsequent transfers, as the Administrator may establish.
               Consistent with Section 8.1, any permitted transfer shall be
               subject to the condition that the Administrator receive evidence
               satisfactory to it that the transfer (a) is being made for
               essentially donative, estate and/or tax planning purposes on a
               gratuitous or donative basis and without consideration (other
               than nominal consideration or in exchange for an interest in a
               qualified transferee), and (b) will not compromise the
               Corporation's ability to rely on Rule 701, or register Plan
               Shares issuable under this Plan on Form S-8, under the Securities
               Act. Notwithstanding the foregoing or anything in Section 5.7.3,
               ISOs and restricted stock awards shall be subject to any and all
               additional transfer restrictions under the Code to the extent
               necessary to maintain the intended tax consequences of such
               awards.


                                       11

<PAGE>

               5.7.3 FURTHER EXCEPTIONS TO LIMITS ON TRANSFER. The exercise and
               transfer restrictions in Section 5.7.1 shall not apply to:

          (a)  transfers to the Corporation,

          (b)  the designation of a beneficiary to receive benefits in the event
               of the participant's death or, if the participant has died,
               transfers to or exercise by the participant's beneficiary, or, in
               the absence of a validly designated beneficiary, transfers by
               will or the laws of descent and distribution,

          (c)  subject to any applicable limitations on ISOs, transfers to a
               family member (or former family member) pursuant to a domestic
               relations order if approved or ratified by the Administrator,

          (d)  if the participant has suffered a disability, permitted transfers
               or exercises on behalf of the participant by his or her legal
               representative, or

          (e)  the authorization by the Administrator of "cashless exercise"
               procedures with third parties who provide financing for the
               purpose of (or who otherwise facilitate) the exercise of awards
               consistent with applicable laws and the express authorization of
               the Administrator.

     5.8  INTERNATIONAL AWARDS. One or more awards may be granted to Eligible
          Persons who provide services to the Group outside of the United
          States. If necessary, awards granted to such persons may be granted
          pursuant to the terms and conditions of any applicable sub-plans, if
          any, appended to this Plan and approved by the Administrator.

6    EFFECT OF TERMINATION OF SERVICE ON AWARDS

     6.1  GENERAL. The Administrator shall establish the effect of a termination
          of employment or service on the rights and benefits under each award
          under this Plan and in so doing may make distinctions based upon,
          inter alia, the cause of termination and type of award.
          Notwithstanding the foregoing, unless the Board expressly otherwise
          provides, if the participant is not an employee of any member of the
          Group and provides other services to the Group, the Administrator
          shall be the sole judge for purposes of this Plan (unless a contract
          or the award otherwise provides) of whether the participant continues
          to render services to the Group and the date, if any, upon which such
          services shall be deemed to have terminated. Unless the Board
          otherwise expressly provides, (1) to the extent an outstanding option
          granted under this Plan has not become vested and exercisable on the
          date the participant's employment by or service to the Group
          terminates, the option to the extent unvested and unexercisable shall
          terminate, and (2) any shares subject to a restricted stock award that
          remain subject to restrictions at the time the participant's
          employment by or service to the Group terminates shall not vest and
          the Corporation shall have the right to reacquire any such unvested
          shares subject to such award in such manner and on such terms as the
          Administrator provides, which terms shall include return or repayment
          of the lower of the Fair Market Value or the original purchase price
          of the restricted shares, without interest, to the participant to the
          extent not prohibited by law.


                                       12

<PAGE>

     6.2  EVENTS NOT DEEMED TERMINATIONS OF SERVICE. Unless Group policy or the
          Administrator otherwise provides, the employment relationship shall
          not be considered terminated in the case of (a) sick leave, (b)
          military leave, or (c) any other leave of absence authorized by the
          Group or the Administrator; provided that unless reemployment upon the
          expiration of such leave is guaranteed by contract or law, such leave
          is for a period of not more than 90 days. In the case of any employee
          of any member of the Group on an approved leave of absence, continued
          vesting of the award while on leave from the employ of such member of
          the Group may be suspended until the employee returns to service,
          unless the Administrator otherwise provides or applicable law
          otherwise requires. In no event shall an award be exercised after the
          expiration of the term set forth in the award agreement.

     6.3  EFFECT OF CHANGE OF SUBSIDIARY STATUS. For purposes of this Plan and
          any award, if an entity ceases to be a Subsidiary of the Corporation a
          termination of employment or service shall be deemed to have occurred
          with respect to each Eligible Person in respect of such Subsidiary who
          does not continue as an Eligible Person in respect of another member
          of the Group after giving effect to the Subsidiary's change in status.

7    ADJUSTMENTS; ACCELERATION

     7.1  ADJUSTMENTS. Upon or in contemplation of: any reclassification,
          recapitalization, stock split (including a stock split in the form of
          a stock dividend) or reverse stock split ("stock split"); any merger,
          combination, consolidation, or other reorganization; any spin-off,
          split-up, or similar extraordinary dividend distribution in respect of
          the Plan Shares (whether in the form of securities or property); any
          exchange of Plan Shares or other securities of the Corporation, or any
          similar, unusual or extraordinary corporate transaction in respect of
          the Plan Shares; or a sale of all or substantially all the business or
          assets of the Corporation as an entirety; then the Administrator
          shall, in such manner, to such extent (if any) and at such time as it
          deems appropriate and equitable in the circumstances:

          7.1.1 proportionately adjust any or all of (1) the number and type of
               Plan Shares (or other securities) that thereafter may be made the
               subject of awards (including the specific share limits, maximums
               and numbers of shares set forth elsewhere in this Plan), (2) the
               number, amount and type of Plan Shares (or other securities or
               property) subject to any or all outstanding awards, (3) the
               grant, purchase, or exercise price (which term includes the base
               price of any stock appreciation right or similar right) of any or
               all outstanding awards, (4) the securities, cash or other
               property deliverable upon exercise or payment of any outstanding
               awards, or (5) (subject to Sections 7.7 and 8.8.3(a)) the
               performance standards applicable to any outstanding awards, or

          7.1.2 make provision for a cash payment or for the assumption,
               substitution or exchange of any or all outstanding share-based
               awards or the cash, securities or property deliverable to the
               holder of any or all outstanding share-based awards, based upon
               the distribution or consideration payable to holders of the Plan
               Shares upon or in respect of such event.


                                       13

<PAGE>

          The Administrator may adopt such valuation methodologies for
          outstanding awards as it deems reasonable in the event of a cash or
          property settlement and, in the case of options, stock appreciation
          rights or similar rights, but without limitation on other
          methodologies, may base such settlement solely upon the excess if any
          of the per share amount payable upon or in respect of such event over
          the exercise or base price of the award. With respect to any award of
          an ISO, the Administrator may make such an adjustment that causes the
          option to cease to qualify as an ISO without the consent of the
          affected participant.

          In any of such events, the Administrator may take such action prior to
          such event to the extent that the Administrator deems the action
          necessary to permit the participant to realize the benefits intended
          to be conveyed with respect to the underlying shares in the same
          manner as is or will be available to shareholders generally. In the
          case of any stock split or reverse stock split, if no action is taken
          by the Administrator, the proportionate adjustments contemplated by
          clause (a) above shall nevertheless be made.

     7.2  AUTOMATIC ACCELERATION OF AWARDS. Upon a dissolution of the
          Corporation or other event described in Section 7.1 that the
          Corporation does not survive (or does not survive as a public company
          in respect of its Ordinary Shares), then each then outstanding option
          and stock appreciation right shall become fully vested, all shares of
          restricted stock then outstanding shall fully vest free of
          restrictions, and each other award granted under this Plan that is
          then outstanding shall become payable to the holder of such award;
          provided that such acceleration provision shall not apply, unless
          otherwise expressly provided by the Administrator, with respect to any
          award to the extent that the Administrator has made a provision for
          the substitution, assumption, exchange or other continuation or
          settlement of the award, or the award would otherwise continue in
          accordance with its terms, in the circumstances.

     7.3  POSSIBLE ACCELERATION OF AWARDS. Without limiting Section 7.2, in the
          event of a Change in Control Event (as defined below), the
          Administrator may, in its discretion, provide that any outstanding
          option or stock appreciation right shall become fully vested, that any
          share of restricted stock then outstanding shall fully vest free of
          restrictions, and that any other award granted under this Plan that is
          then outstanding shall be payable to the holder of such award. The
          Administrator may take such action with respect to all awards then
          outstanding or only with respect to certain specific awards identified
          by the Administrator in the circumstances. For purposes of this Plan,
          "CHANGE IN CONTROL EVENT" means any of the following:

          (a)  The acquisition by any individual, entity or group (within the
               meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
               "PERSON")) of beneficial ownership (within the meaning of Rule
               13d-3 promulgated under the Exchange Act) of 20% or more of
               either (1) the then-outstanding Ordinary Shares of the
               Corporation (the "OUTSTANDING ORDINARY SHARES") or (2) the
               combined voting power of the then-outstanding voting securities
               of the Corporation entitled to vote generally in the election of
               directors (the "OUTSTANDING VOTING SECURITIES"); provided,
               however, that, for purposes of this definition, the following
               acquisitions shall not constitute a Change in


                                       14

<PAGE>

               Control Event; (A) any acquisition directly from the Corporation,
               (B) any acquisition by the Corporation, (C) any acquisition by
               any employee benefit plan (or related trust) sponsored or
               maintained by the Corporation or any affiliate of the Corporation
               or a successor, or (D) any acquisition by any entity pursuant to
               a transaction that complies with Sections (c)(1), (2) and (3)
               below;

          (b)  Individuals who, as of the Effective Date, constitute the Board
               (the "INCUMBENT BOARD") cease for any reason to constitute at
               least a majority of the Board; provided, however, that any
               individual becoming a director subsequent to the Effective Date
               whose election, or nomination for election by the Corporation's
               shareholders, was approved by a vote of at least two-thirds of
               the directors then comprising the Incumbent Board (including for
               these purposes, the new members whose election or nomination was
               so approved, without counting the member and his predecessor
               twice) shall be considered as though such individual were a
               member of the Incumbent Board, but excluding, for this purpose,
               any such individual whose initial assumption of office occurs as
               a result of an actual or threatened election contest with respect
               to the election or removal of directors or other actual or
               threatened solicitation of proxies or consents by or on behalf of
               a Person other than the Board;

          (c)  Consummation of a reorganization, merger, statutory share
               exchange or consolidation or similar corporate transaction
               involving the Corporation or any of its Subsidiaries, a sale or
               other disposition of all or substantially all of the assets of
               the Corporation, or the acquisition of assets or stock of another
               entity by the Corporation or any of its Subsidiaries (each, a
               "BUSINESS COMBINATION"), in each case unless, following such
               Business Combination, (1) all or substantially all of the
               individuals and entities that were the beneficial owners of the
               Outstanding Ordinary Shares and the Outstanding Voting Securities
               immediately prior to such Business Combination beneficially own,
               directly or indirectly, more than 50% of the then-outstanding
               ordinary shares and the combined voting power of the
               then-outstanding voting securities entitled to vote generally in
               the election of directors, as the case may be, of the entity
               resulting from such Business Combination (including, without
               limitation, an entity that, as a result of such transaction, owns
               the Corporation or all or substantially all of the Corporation's
               assets directly or through one or more subsidiaries (a "PARENT"))
               in substantially the same proportions as their ownership
               immediately prior to such Business Combination of the Outstanding
               Ordinary Shares and the Outstanding Voting Securities, as the
               case may be, (2) no Person (excluding any entity resulting from
               such Business Combination or a Parent or any employee benefit
               plan (or related trust) of the Corporation or such entity
               resulting from such Business Combination or Parent) beneficially
               owns, directly or indirectly, 20% or more of, respectively, the
               then-outstanding ordinary shares of the entity resulting from
               such Business Combination or the combined voting power of the
               then-outstanding voting securities of such entity, except to the
               extent that the ownership in excess of 20% existed prior to the
               Business Combination,


                                       15

<PAGE>

               and (3) at least a majority of the members of the board of
               directors or trustees of the entity resulting from such Business
               Combination or a Parent were members of the Incumbent Board at
               the time of the execution of the initial agreement or of the
               action of the Board providing for such Business Combination; or

          (d)  Approval by the shareholders of the Corporation of a complete
               liquidation or dissolution of the Corporation other than in the
               context of a transaction that does not constitute a Change in
               Control Event under clause (c) above.

     7.4  EARLY TERMINATION OF AWARDS. Any award that has been accelerated as
          required or contemplated by Section 7.2 or 7.3 (or would have been so
          accelerated but for Section 7.5, 7.6 or 7.7) shall terminate upon the
          related event referred to in Section 7.2 or 7.3, as applicable,
          subject to any provision that has been expressly made by the
          Administrator, through a plan of reorganization or otherwise, for the
          survival, substitution, assumption, exchange or other continuation or
          settlement of such award and provided that, in the case of options and
          stock appreciation rights that will not survive, be substituted for,
          assumed, exchanged, or otherwise continued or settled in the
          transaction, the holder of such award shall be given reasonable
          advance notice of the impending termination and a reasonable
          opportunity to exercise his or her outstanding options and stock
          appreciation rights in accordance with their terms before the
          termination of such awards (except that in no case shall more than ten
          days' notice of accelerated vesting and the impending termination be
          required and any acceleration may be made contingent upon the actual
          occurrence of the event).

     7.5  OTHER ACCELERATION RULES. Any acceleration of awards pursuant to this
          Section 7 shall comply with applicable legal requirements and, if
          necessary to accomplish the purposes of the acceleration or if the
          circumstances require, may be deemed by the Administrator to occur a
          limited period of time not greater than 30 days before the event.
          Without limiting the generality of the foregoing, the Administrator
          may deem an acceleration to occur immediately prior to the applicable
          event and/or reinstate the original terms of an award if an event
          giving rise to an acceleration does not occur. The Administrator may
          override the provisions of Section 7.2, 7.3, 7.4 and/or 7.6 by express
          provision in the award agreement and may accord any Eligible Person a
          right to refuse any acceleration, whether pursuant to the award
          agreement or otherwise, in such circumstances as the Administrator may
          approve. The portion of any ISO accelerated in connection with a
          Change in Control Event or any other action permitted hereunder shall
          remain exercisable as an ISO only to the extent the applicable
          $100,000 limitation on ISOs is not exceeded. To the extent exceeded,
          the accelerated portion of the option shall be exercisable as a
          nonqualified stock option under the Code.

     7.6  POSSIBLE RESCISSION OF ACCELERATION. If the vesting of an award has
          been accelerated expressly in anticipation of an event or upon
          shareholder approval of an event and the Administrator later
          determines that the event will not occur, the Administrator may
          rescind the effect of the acceleration as to any then outstanding and
          unexercised or otherwise unvested awards.


                                       16

<PAGE>

     7.7  GOLDEN PARACHUTE LIMITATION. Notwithstanding anything else contained
          in this Section 7 to the contrary, in no event shall an award be
          accelerated under this Plan to an extent or in a manner which would
          not be fully deductible by the Group for federal income tax purposes
          because of Section 280G of the Code, nor shall any payment hereunder
          be accelerated to the extent any portion of such accelerated payment
          would not be deductible by the Group because of Section 280G of the
          Code. If a participant would be entitled to benefits or payments
          hereunder and under any other plan or program that would constitute
          "parachute payments" as defined in Section 280G of the Code, then the
          participant may by written notice to the Corporation designate the
          order in which such parachute payments will be reduced or modified so
          that the Group is not denied federal income tax deductions for any
          "parachute payments" because of Section 280G of the Code.
          Notwithstanding the foregoing, an employment or other agreement with
          the participant may expressly provide for benefits in excess of
          amounts determined by applying the foregoing Section 280G limitations.

     7.8  SECTION 162(M) LIMITATIONS. To the extent limited by Section 162(m) of
          the Code in the case of an award intended as performance-based
          compensation thereunder and necessary to assure the deductibility of
          the compensation payable under the award, the Administrator shall have
          no discretion under this Plan (a) to increase the amount of
          compensation or the number of shares that would otherwise be due upon
          the attainment of the applicable performance target or the exercise of
          the option or SAR, or (b) to waive the achievement of any applicable
          performance goal as a condition to receiving a benefit or right under
          the award.

8    OTHER PROVISIONS

     8.1  COMPLIANCE WITH LAWS. This Plan, the granting and vesting of awards
          under this Plan, the offer, issuance and delivery of Plan Shares, the
          acceptance of promissory notes and/or the payment of money under this
          Plan or under awards are subject to compliance with all applicable
          national, federal and state laws, rules and regulations (including but
          not limited to state and federal securities law, federal margin
          requirements) and to such approvals by any listing, regulatory or
          governmental authority as may, in the opinion of counsel for the
          Group, be necessary or advisable in connection therewith. The person
          acquiring any securities under this Plan will, if requested by the
          Corporation, provide such assurances and representations to the
          Corporation as the Administrator may deem necessary or desirable to
          assure compliance with all applicable legal and accounting
          requirements.

     8.2  EMPLOYMENT STATUS. No person shall have any claim or rights to be
          granted an award (or additional awards, as the case may be) under this
          Plan, subject to any express contractual rights (set forth in a
          document other than this Plan) to the contrary.

     8.3  NO EMPLOYMENT/SERVICE CONTRACT. Nothing contained in this Plan (or in
          any other documents under this Plan or in any award) shall confer upon
          any Eligible Person or other participant any right to continue in the
          employ or other service of any member of the Group, constitute any
          contract or agreement of employment or other


                                       17

<PAGE>

          service or affect an employee's status as an employee at will, nor
          shall interfere in any way with the right of such member of the Group
          to change a person's compensation or other benefits, or to terminate
          his or her employment or other service, with or without cause. Nothing
          in this Section 8.3, however, is intended to adversely affect any
          express independent right of such person under a separate employment
          or service contract other than an award agreement.

     8.4  PLAN NOT FUNDED. Awards payable under this Plan shall be payable in
          Plan Shares or from the general assets of the Corporation, and no
          special or separate reserve, fund or deposit shall be made to assure
          payment of such awards. No participant, beneficiary or other person
          shall have any right, title or interest in any fund or in any specific
          asset (including Plan Shares, except as expressly otherwise provided)
          of any member of the Group by reason of any award hereunder. Neither
          the provisions of this Plan (or of any related documents), nor the
          creation or adoption of this Plan, nor any action taken pursuant to
          the provisions of this Plan shall create, or be construed to create, a
          trust of any kind or a fiduciary relationship between any member of
          the Group and any participant, beneficiary or other person. To the
          extent that a participant, beneficiary or other person acquires a
          right to receive payment pursuant to any award hereunder, such right
          shall be no greater than the right of any unsecured general creditor
          of the Group.

     8.5  TAX WITHHOLDING. Upon any exercise, vesting, or payment of any award
          or upon the disposition of Plan Shares acquired pursuant to the
          exercise of an ISO prior to satisfaction of the holding period
          requirements of Section 422 of the Code, the Group shall have the
          right at its option to:

          (a)  require the participant (or the participant's personal
               representative or beneficiary, as the case may be) to pay or
               provide for payment of at least the minimum amount of any taxes
               which the Group may be required to withhold with respect to such
               award event or payment; or

          (b)  deduct from any amount otherwise payable in cash to the
               participant (or the participant's personal representative or
               beneficiary, as the case may be) the minimum amount of any taxes
               which the Group may be required to withhold with respect to such
               cash payment.

          In any case where a tax is required to be withheld in connection with
          the delivery of Plan Shares under this Plan, the Administrator may in
          its sole discretion (subject to Section 8.1) grant (either at the time
          of the award or thereafter) to the participant the right to elect,
          pursuant to such rules and subject to such conditions as the
          Administrator may establish, to have the Corporation reduce the number
          of Plan Shares to be delivered by (or otherwise reacquire) the
          appropriate number of Plan Shares, valued in a consistent manner at
          their fair market value or at the sales price in accordance with
          authorized procedures for cashless exercises, necessary to satisfy the
          minimum applicable withholding obligation on exercise, vesting or
          payment. In no event shall the Plan Shares withheld exceed the minimum
          whole number of shares required for tax withholding under applicable
          law. The Corporation may, with the Administrator's approval, accept
          one or more promissory notes from any Eligible Person in connection
          with taxes required to be


                                       18

<PAGE>

          withheld upon the exercise, vesting or payment of any award under this
          Plan; provided that any such note shall be subject to terms and
          conditions established by the Administrator and the requirements of
          applicable law.

     8.6  EFFECTIVE DATE, TERMINATION AND SUSPENSION, AMENDMENTS.

               8.6.1 EFFECTIVE DATE. This Plan is effective as of January 3,
               2004, the date of its approval by the Board (the "EFFECTIVE
               DATE"). This Plan shall be submitted for and subject to
               shareholder approval no later than twelve months after the
               Effective Date. Unless earlier terminated by the Board, this Plan
               shall terminate at the close of business on the day before the
               tenth anniversary of the Effective Date. After the termination of
               this Plan either upon such stated expiration date or its earlier
               termination by the Board, no additional awards may be granted
               under this Plan, but previously granted awards (and the authority
               of the Administrator with respect thereto, including the
               authority to amend such awards) shall remain outstanding in
               accordance with their applicable terms and conditions and the
               terms and conditions of this Plan.

               8.6.2 BOARD AUTHORIZATION. The Board may, at any time, terminate
               or, from time to time, amend, modify or suspend this Plan, in
               whole or in part. No awards may be granted during any period that
               the Board suspends this Plan.

               8.6.3 SHAREHOLDER APPROVAL. To the extent then required by
               applicable law or any applicable listing agency or required under
               Sections 162, 422 or 424 of the Code to preserve the intended tax
               consequences of this Plan, or deemed necessary or advisable by
               the Board, any amendment to this Plan shall be subject to
               shareholder approval.

               8.6.4 AMENDMENTS TO AWARDS. Without limiting any other express
               authority of the Administrator under (but subject to) the express
               limits of this Plan, the Administrator by agreement or resolution
               may waive conditions of or limitations on awards to participants
               that the Administrator in the prior exercise of its discretion
               has imposed, without the consent of a participant, and (subject
               to the requirements of Sections 3.2 and 8.6.5) may make other
               changes to the terms and conditions of awards. Any amendment or
               other action that would constitute a repricing of an award is
               subject to the limitations set forth in Section 3.2(g).

               8.6.5 LIMITATIONS ON AMENDMENTS TO PLAN AND AWARDS. No amendment,
               suspension or termination of this Plan or change of or affecting
               any outstanding award shall, without written consent of the
               participant, affect in any manner materially adverse to the
               participant any rights or benefits of the participant or
               obligations of the Group under any award granted under this Plan
               prior to the effective date of such change. Changes, settlements
               and other actions contemplated by Section 7 shall not be deemed
               to constitute changes or amendments for purposes of this Section
               8.6.


                                       19

<PAGE>

     8.7  PRIVILEGES OF SHARE OWNERSHIP. Except as otherwise expressly
          authorized by the Administrator or this Plan, a participant shall not
          be entitled to any privilege of share ownership as to any Plan Shares
          not actually delivered to and held of record by the participant. No
          adjustment will be made for dividends or other rights as a shareholder
          for which a record date is prior to such date of delivery.

     8.8  GOVERNING LAW; CONSTRUCTION; SEVERABILITY.

          8.1.1 CHOICE OF LAW. This Plan, the awards, all documents evidencing
               awards and all other related documents shall be governed by, and
               construed in accordance with the laws of the Hong Kong Special
               Administrative Region, People's Republic of China.

          8.1.2 SEVERABILITY. If a court of competent jurisdiction holds any
               provision invalid and unenforceable, the remaining provisions of
               this Plan shall continue in effect.

          8.1.3 PLAN CONSTRUCTION. Awards under Section 5.1.4 to persons
               described in Section 5.2 that are either granted or become
               vested, exercisable or payable based on attainment of one or more
               performance goals related to the Business Criteria, as well as
               Qualifying Options and Qualifying Stock Appreciation Rights
               granted to persons described in Section 5.2, that are approved by
               a committee composed solely of two or more outside directors (as
               this requirement is applied under Section 162(m) of the Code)
               shall be deemed to be intended as performance-based compensation
               within the meaning of Section 162(m) of the Code unless such
               committee provides otherwise at the time of grant of the award.
               It is the further intent of the Group that (to the extent the
               Group or awards under this Plan may be or become subject to
               limitations on deductibility under Section 162(m) of the Code)
               any such awards and any other Performance-Based Awards under
               Section 5.2 that are granted to or held by a person subject to
               Section 162(m) will qualify as performance-based compensation or
               otherwise be exempt from deductibility limitations under Section
               162(m).

     8.2  CAPTIONS. Captions and headings are given to the sections and
          subsections of this Plan solely as a convenience to facilitate
          reference. Such headings shall not be deemed in any way material or
          relevant to the construction or interpretation of this Plan or any
          provision thereof.

     8.3  STOCK-BASED AWARDS IN SUBSTITUTION FOR STOCK OPTIONS OR AWARDS GRANTED
          BY OTHER CORPORATION. Awards may be granted to Eligible Persons under
          this Plan in substitution for or in connection with an assumption of
          employee stock options, stock appreciation rights, restricted stock or
          other stock-based awards granted by other entities to persons who are
          or who will become Eligible Persons in respect of the Group, in
          connection with a distribution, merger or other reorganization by or
          with the granting entity or an affiliated entity, or the acquisition
          by the Group, directly or indirectly, of all or a substantial part of
          the stock or assets of the employing entity. The awards so granted
          need not comply with other specific terms of this Plan, provided the
          awards reflect only adjustments giving effect to the assumption or
          substitution consistent with


                                       20

<PAGE>

          the conversion applicable to the Plan Shares in the transaction and
          any change in the issuer of the security. Any shares that are
          delivered and any awards that are granted by, or become obligations
          of, the Corporation, as a result of the assumption by the Corporation
          of, or in substitution for, outstanding awards previously granted by
          an acquired company (or previously granted by a predecessor employer
          (or direct or indirect parent thereof) in the case of persons that
          become employed by any member of the Group in connection with a
          business or asset acquisition or similar transaction) shall not be
          counted against the Share Limit or other limits on the number of Plan
          Shares available for issuance under this Plan.

     8.4  NON-EXCLUSIVITY OF PLAN. Nothing in this Plan shall limit or be deemed
          to limit the authority of the Board or the Administrator to grant
          awards or authorize any other compensation, with or without reference
          to the Plan Shares, under any other plan or authority.

     8.5  NO CORPORATE ACTION RESTRICTION. The existence of this Plan, the award
          agreements and the awards granted hereunder shall not limit, affect or
          restrict in any way the right or power of the Board or the
          shareholders of the Corporation to make or authorize: (a) any
          adjustment, recapitalization, reorganization or other change in the
          capital structure or business of the Corporation or any subsidiary,
          (b) any merger, amalgamation, consolidation or change in the ownership
          of the Corporation or any subsidiary, (c) any issue of bonds,
          debentures, capital, preferred or prior preference stock ahead of or
          affecting the capital stock (or the rights thereof) of the Corporation
          or any subsidiary, (d) any dissolution or liquidation of the
          Corporation or any subsidiary, (e) any sale or transfer of all or any
          part of the assets or business of the Corporation or any subsidiary,
          or (f) any other corporate act or proceeding by the Corporation or any
          subsidiary. No participant, beneficiary or any other person shall have
          any claim under any award or award agreement against any member of the
          Board or the Administrator, or the Corporation or any employees,
          officers or agents of the Corporation or any subsidiary, as a result
          of any such action.

     8.6  OTHER BENEFIT AND COMPENSATION PROGRAMS. Payments and other benefits
          received by a participant under an award made pursuant to this Plan
          shall not be deemed a part of a participant's compensation for
          purposes of the determination of benefits under any other employee
          welfare or benefit plans or arrangements, if any, provided by the
          Corporation or any subsidiary, except where the Administrator
          expressly otherwise provides or authorizes in writing. Awards under
          this Plan may be made in addition to, in combination with, as
          alternatives to or in payment of grants, awards or commitments under
          any other plans or arrangements of the Corporation or its
          subsidiaries.


                                       21

<PAGE>

                         CHINA FINANCE ONLINE CO., LTD.

                            2004 STOCK INCENTIVE PLAN
                    FORM OF [EMPLOYEE] STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this "OPTION AGREEMENT") dated
_____________________ by and between CHINA FINANCE ONLINE CO., LTD., a company
formed under the laws of Hong Kong Special Administration Region, P.R. China
(the "CORPORATION"), and ___________________________ (the "GRANTEE") evidences
the nonqualified stock option (the "OPTION") granted by the Corporation to the
Grantee as to the number of the Corporation's Ordinary Shares first set forth
below.

NUMBER OF ORDINARY SHARES:(FN 1) __________   AWARD DATE: ______________________

EXERCISE PRICE PER SHARE:(FN 1) $__________   EXPIRATION DATE:(FN 1),(FN 2) ____

VESTING(FN 1),(FN 2) The Option shall become vested as to [__]% of the total
number of Ordinary Shares subject to the Option on each of the first, second,
third and fourth anniversaries of the Award Date.

The Option is granted under the CHINA FINANCE ONLINE CO., LTD. 2004 Stock
Incentive Plan (the "PLAN") and subject to the Terms and Conditions of Stock
Option (the "TERMS") attached to this Option Agreement (incorporated herein by
this reference) and to the Plan. The Option has been granted to the Grantee in
addition to, and not in lieu of, any other form of compensation otherwise
payable or to be paid to the Grantee. Capitalized terms are defined in the Plan
if not defined herein. The parties agree to the terms of the Option set forth
herein. The Grantee acknowledges receipt of a copy of the Terms, the Plan and
the Prospectus for the Plan.

"GRANTEE"                               CHINA FINANCE ONLINE CO., LTD.


-------------------------------------   By:
Signature                                   ------------------------------------
                                        Print Name:
                                                    ----------------------------
-------------------------------------   Title:
Print Name                                     ---------------------------------

----------
1.   Subject to adjustment under Section 7.1 of the Plan.

2.   Subject to early termination under Section 4 of the Terms and Section 7.4
     of the Plan.


                                       1

<PAGE>

                      TERMS AND CONDITIONS OF STOCK OPTION

1.   VESTING; LIMITS ON EXERCISE.

The Option shall vest and become exercisable in percentage installments of the
aggregate number of shares subject to the Option as set forth on the cover page
of this Option Agreement. The Option may be exercised only to the extent the
Option is vested and exercisable.

     -    Cumulative Exercisability. To the extent that the Option is vested and
          exercisable, the Grantee has the right to exercise the Option (to the
          extent not previously exercised), and such right shall continue, until
          the expiration or earlier termination of the Option.

     -    No Fractional Shares. Fractional share interests shall be disregarded,
          but may be cumulated.

     -    Minimum Exercise. No fewer than [__](FN 1) Ordinary Shares may be
          purchased at any one time, unless the number purchased is the total
          number at the time exercisable under the Option.

     -    Nonqualified Stock Option. The Option is a nonqualified stock option
          and is not, and shall not be, an incentive stock option within the
          meaning of Section 422 of the Code.

2.   CONTINUANCE OF EMPLOYMENT/SERVICE REQUIRED; NO EMPLOYMENT/SERVICE
     COMMITMENT.

The vesting schedule requires continued employment or service through each
applicable vesting date as a condition to the vesting of the applicable
installment of the Option and the rights and benefits under this Option
Agreement. Employment or service for only a portion of the vesting period, even
if a substantial portion, will not entitle the Grantee to any proportionate
vesting or avoid or mitigate a termination of rights and benefits upon or
following a termination of employment or services as provided in Section 4 below
or under the Plan.

Nothing contained in this Option Agreement or the Plan constitutes a continued
employment or service commitment by the Corporation or any of its Subsidiaries,
affects the Grantee's status, if he or she is an employee, as an employee at
will who is subject to termination without cause, confers upon the Grantee any
right to remain employed by or in service to the Corporation or any Subsidiary,
interferes in any way with the right of the Corporation or any Subsidiary at any
time to terminate such employment or service, or affects the right of the
Corporation or any Subsidiary to increase or decrease the Grantee's other
compensation.

3.   METHOD OF EXERCISE OF OPTION.

The Option shall be exercisable by the delivery to the Secretary of the
Corporation (or such other person as the Committee may require pursuant to such
administrative exercise procedures as the Committee may implement from time to
time) of:

     -    a written notice, in the form approved by the Company, stating the
          number of Ordinary Shares to be purchased pursuant to the Option or by
          the completion of such other administrative exercise procedures as the
          Committee may require from time to time,


                                       2

<PAGE>

     -    payment in full for the Exercise Price of the shares to be purchased
          in cash, check or by electronic funds transfer to the Corporation, or
          (subject to compliance with all applicable laws, rules, regulations
          and listing requirements and further subject to such rules as the
          Administrator may adopt as to any non-cash payment) by notice and
          third party payment in such manner as may be authorized by the
          Administrator or in Ordinary Shares already owned by the Grantee,
          valued at their Fair Market Value on the exercise date, provided,
          however, that any shares initially acquired upon exercise of a stock
          option or otherwise from the Corporation must have been owned by the
          Grantee for at least six (6) months before the date of such exercise;

     -    any written statements or agreements required pursuant to Section 8.1
          of the Plan; and

     -    satisfaction of the tax withholding provisions of Section 8.5 of the
          Plan.

4.   EARLY TERMINATION OF OPTION.

4.1 POSSIBLE TERMINATION OF OPTION UPON CHANGE IN CONTROL. The Option is subject
to termination in connection with a Change in Control Event or certain similar
reorganization events as provided in Section 7.4 of the Plan.

4.2 TERMINATION OF OPTION UPON A TERMINATION OF GRANTEE'S EMPLOYMENT OR
SERVICES. Subject to earlier termination on the Expiration Date of the Option or
pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases
to provide services to the Corporation or a Subsidiary, the following rules
shall apply (the last day that the Grantee is employed by or provides services
to the Corporation or a Subsidiary is referred to as the Grantee's "SEVERANCE
DATE"):

     -    other than as expressly provided below in this Section 4.2, the
          Grantee will have until the date that is [__] days after his or her
          Severance Date to exercise the Option (or portion thereof) to the
          extent that it was vested on the Severance Date, (b) the Option, to
          the extent not vested on the Severance Date, shall terminate on the
          Severance Date, and (c) the Option, to the extent exercisable for the
          [__]-day period following the Severance Date and not exercised during
          such period, shall terminate at the close of business on the last day
          of the [__]-day period;

     -    if the termination of the Grantee's employment or service is the
          result of the Grantee's voluntary Retirement (as defined below and
          other than a termination by the Corporation or a Subsidiary for cause
          as provided below), then the Grantee will have until the date that is
          [__] years after his or her Severance Date to exercise the Option (or
          portion thereof) to the extent that it was vested on the Severance
          Date, (b) the Option, to the extent not vested on the Severance Date,
          shall terminate on the Severance Date, and (c) the Option, to the
          extent exercisable for the [__]-year period following the Severance
          Date and not exercised during such period, shall terminate at the
          close of business on the last day of the [__]-year period;

     -    if the termination of the Grantee's employment or service is the
          result of the Grantee's death or Disability (as defined below), then
          the Grantee (or his beneficiary or personal representative, as the
          case may be) will have until the date that is [__] years after the


                                       3

<PAGE>

          Grantee's Severance Date to exercise the Option, (b) the Option, to
          the extent not vested on the Severance Date, shall terminate on the
          Severance Date, and (c) the Option, to the extent exercisable for the
          [__]-year period following the Severance Date and not exercised during
          such period, shall terminate at the close of business on the last day
          of the [__]-year period;

     -    if the termination of the Grantee's employment or service is the
          result of a termination by the Corporation or a Subsidiary for Cause
          (as defined below), the Option (whether vested or not) shall terminate
          on the Severance Date.

For purposes of the Option, "Disability" means a permanent disability (within
the meaning of Section 22(e)(3) of the Code or as otherwise determined by the
Administrator). For purposes of the Option, "Retirement" means a termination of
employment or service by the Grantee that occurs upon or after the Grantee's
attainment of age 65 and in accordance with the retirement policies of the
Corporation (or the Subsidiary that employs the Grantee) then in effect. For
purposes of the Option, "Cause" means that the Grantee: (a) has been repeatedly
negligent in the discharge of his or her duties to the Corporation or a
Subsidiary or has refused to perform stated or assigned duties (other than by
reason of a disability or analogous condition); (b) has been dishonest or
committed or engaged in an act of theft, embezzlement or fraud, a breach of
confidentiality, an unauthorized disclosure or use of inside information,
customer lists, trade secrets or other confidential information; (c) has
breached a fiduciary duty, or violated any other duty, law, rule, regulation or
policy of the company or an affiliate; (d) has been convicted of, or plead
guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic
violations or similar offenses); (e) has materially breached any of the
provisions of any agreement with the Corporation or a Subsidiary; (f) has
engaged in unfair competition with, or otherwise acted intentionally in a manner
injurious to the reputation, business or assets of, the Corporation or a
Subsidiary; or has improperly induced a vendor or customer to break or terminate
any contract with the Corporation or a Subsidiary or induced a principal for
whom the Corporation or a Subsidiary acts as agent to terminate such agency
relationship.

In all events the Option is subject to earlier termination on the Expiration
Date of the Option or as contemplated by Section 4.1. The Administrator shall be
the sole judge of whether the Grantee continues to render employment or services
for purposes of this Option Agreement.

5.   NON-TRANSFERABILITY.

The Option and any other rights of the Grantee under this Option Agreement or
the Plan are nontransferable and exercisable only by the Grantee, except as set
forth in Section 5.7 of the Plan. Any Ordinary Shares issued on exercise of the
Option are subject to substantial restrictions on transfer, and are subject to
other rights in favor of the Corporation as set forth herein.

6.   SECURITIES LAW COMPLIANCE.

The Grantee acknowledges that the Option and Ordinary Shares are not being
registered under the Securities Act, based, in part, in reliance upon an
exemption from registration under Securities and Exchange Commission Rule 701
promulgated under the Securities Act of 1933, and a comparable exemption from
qualification under applicable state securities laws, as each may be amended
from time to time. The Grantee, by executing this Option Agreement, hereby makes
the following representations to the Corporation and acknowledges that the
Corporation's reliance on federal and


                                       4

<PAGE>

state securities law exemptions from registration and qualification is
predicated, in substantial part, upon the accuracy of these representations:

     -    The Grantee is acquiring the Option and, if and when he/she exercises
          the Option, will acquire Ordinary Shares solely for the Grantee's own
          account, for investment purposes only, and not with a view to or an
          intent to sell, or to offer for resale in connection with any
          unregistered distribution, all or any portion of the shares within the
          meaning of the Securities Act, or other applicable state securities
          laws.

     -    The Grantee has had an opportunity to ask questions and receive
          answers from the Corporation regarding the terms and conditions of the
          Option and the restrictions imposed on any Ordinary Shares purchased
          upon exercise of the Option. The Grantee has been furnished with,
          and/or has access to, such information as he or she considers
          necessary or appropriate for deciding whether to exercise the Option
          and purchase Ordinary Shares. However, in evaluating the merits and
          risks of an investment in the Ordinary Shares, the Grantee has and
          will rely upon the advice of his/her own legal counsel, tax advisors,
          and/or investment advisors.

     -    The Grantee is aware that the Option may be of no practical value,
          that any value it may have depends on its vesting and exercisability
          as well as an increase in the Fair Market Value of the underlying
          Ordinary Shares to an amount in excess of the Exercise Price, and that
          any investment in common shares of a closely held corporation such as
          the Corporation is non-marketable, non-transferable and could require
          capital to be invested for an indefinite period of time, possibly
          without return, and at substantial risk of loss.

     -    The Grantee understands that any Ordinary Shares acquired on exercise
          of the Option will be characterized as "restricted securities" under
          the federal securities laws, and that, under such laws and applicable
          regulations, such securities may be resold without registration under
          the Securities Act only in certain limited circumstances, including in
          accordance with the conditions of Rule 144 promulgated under the
          Securities Act, as presently in effect, with which the Grantee is
          familiar.

     -    The Grantee has read and understands the restrictions and limitations
          set forth in the Plan, this Option Agreement (including these Terms),
          which are imposed on the Option and any Ordinary Shares which may be
          acquired upon exercise of the Option.

     -    At no time was an oral representation made to the Grantee relating to
          the Option or the purchase of Ordinary Shares and the Grantee was not
          presented with or solicited by any promotional meeting or material
          elating to the Option or the Ordinary Shares.

7.   LOCK-UP AGREEMENT.

Neither the Grantee (nor any permitted transferee) may, directly or indirectly,
offer, sell or transfer or dispose of any of the Ordinary Shares acquired upon
exercise of the Option (the "SHARES") or any interest therein (or agree to do
any thereof) (collectively, a "TRANSFER") during the period commencing as of
[__] days prior to and ending one year, or such lesser period of time as the
relevant underwriters may permit, after the effective date of a registration
statement covering any public offering of the Corporation's securities of which
the Grantee has notice. (The term "Grantee" includes, where the context so
requires, any permitted direct or indirect transferee of the


                                       5

<PAGE>

Grantee.) The Grantee shall agree and consent to the entry of stop transfer
instructions with the Corporation's transfer agent against the Transfer of the
Corporation's securities beneficially owned by the Grantee and shall conform the
limitations hereunder by agreement with and for the benefit of the relevant
underwriters by a lock-up agreement or other agreement in customary form.
Notwithstanding anything else herein to the contrary, this Section 7 shall not
be construed so as to prohibit the Grantee from participating in a registration
or a public offering of the Ordinary Shares with respect to any shares which he
or she may hold at that time, provided, however, that such participation shall
be at the sole discretion of the Board.

8.   NOTICES.

Any notice to be given under the terms of this Option Agreement shall be in
writing and addressed to the Corporation at its principal office to the
attention of the Secretary, and to the Grantee at the address last reflected on
the Corporation's payroll records, or at such other address as either party may
hereafter designate in writing to the other. Any such notice shall be given only
when received, but if the Grantee is no longer employed by the Corporation or a
Subsidiary, shall be deemed to have been duly given five business days after the
date mailed in accordance with the foregoing provisions of this Section 6.

9.   PLAN.

The Option and all rights of the Grantee under this Option Agreement are subject
to, and the Grantee agrees to be bound by, all of the terms and conditions of
the Plan, incorporated herein by this reference. In the event of a conflict or
inconsistency between the terms and conditions of this Option Agreement and of
the Plan, the terms and conditions of the Plan shall govern. The Grantee agrees
to be bound by the terms of the Plan and this Option Agreement (including these
Terms). The Grantee acknowledges having read and understanding the Plan and this
Option Agreement. Unless otherwise expressly provided in other sections of this
Option Agreement, provisions of the Plan that confer discretionary authority on
the Board or the Administrator do not and shall not be deemed to create any
rights in the Grantee unless such rights are expressly set forth herein or are
otherwise in the sole discretion of the Board or the Administrator so conferred
by appropriate action of the Board or the Administrator under the Plan after the
date hereof.

10.  ENTIRE AGREEMENT.

This Option Agreement (including these Terms) and the Plan together constitute
the entire agreement and supersede all prior understandings and agreements,
written or oral, of the parties hereto with respect to the subject matter
hereof. The Plan and this Option Agreement may be amended pursuant to Section
8.6 of the Plan. Such amendment must be in writing and signed by the
Corporation. The Corporation may, however, unilaterally waive any provision
hereof in writing to the extent such waiver does not adversely affect the
interests of the Grantee hereunder, but no such waiver shall operate as or be
construed to be a subsequent waiver of the same provision or a waiver of any
other provision hereof.

11.  GOVERNING LAW.

This Option Agreement shall be governed by and construed and enforced in
accordance with the laws of Hong Kong without regard to conflict of law
principles thereunder.


                                       6

<PAGE>

12.  EFFECT OF THIS AGREEMENT.

Subject to the Corporation's right to terminate the Option pursuant to Section
7.4 of the Plan, this Option Agreement shall be assumed by, be binding upon and
inure to the benefit of any successor or successors to the Corporation. The
Option does not place any limit on the corporate authority of the Corporation as
set forth in Section 8.12 of the Plan.

13.  COUNTERPARTS.

This Option Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

14.  SECTION HEADINGS.

The section headings of this Option Agreement are for convenience of reference
only and shall not be deemed to alter or affect any provision hereof.


                                       7