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                                                                Exhibit 10.9

                              GOMEZ ADVISORS, INC.

                                 1999 STOCK PLAN

1.    DEFINITIONS.

      Unless otherwise specified or unless the context otherwise requires, the
      following terms, as used in this Gomez Advisors, Inc. 1999 Stock Plan,
      have the following meanings:

            Administrator means the Board of Directors, unless it has delegated
            power to act on its behalf to the Committee, in which case the
            Administrator means the Committee.

            Affiliate means a corporation which, for purposes of Section 424 of
            the Code, is a parent or subsidiary of the Company, direct or
            indirect.

            Board of Directors means the Board of Directors of the Company.

            Code means the United States Internal Revenue Code of 1986, as
            amended.

            Committee means the committee of the Board of Directors to which the
            Board of Directors has delegated power to act under or pursuant to
            the provisions of the Plan.

            Common Stock means shares of the Company's Class A common stock,
            $.0001 par value per share.

            Company means Gomez Advisors, Inc., a Delaware corporation.

            Designated Period means a period of ten years or such shorter period
            as may be determined by the Administrator. The Designated Period may
            vary as among Participants and as among SAR Awards to Participants.

            Disability or Disabled means permanent and total disability as
            defined in Section 22(e)(3) of the Code.

            Fair Market Value of a Share of Common Stock means:

            (1) If the Common Stock is listed on a national securities exchange
            or traded in the over-the-counter market and sales prices are
            regularly reported for the Common Stock, the closing or last price
            of the Common Stock on the Composite Tape or other comparable
            reporting system for the trading day immediately preceding the
            applicable date;
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            (2) If the Common Stock is not traded on a national securities
            exchange but is traded on the over-the-counter market, if sales
            prices are not regularly reported for the Common Stock for the
            trading day referred to in clause (1), and if bid and asked prices
            for the Common Stock are regularly reported, the mean between the
            bid and the asked price for the Common Stock at the close of trading
            in the over-the-counter market for the trading day on which Common
            Stock was traded immediately preceding the applicable date; and

            (3) If the Common Stock is neither listed on a national securities
            exchange nor traded in the over-the-counter market, such value as
            the Administrator, in good faith, shall determine.

            ISO means an option meant to qualify as an incentive stock option
            under Section 422 of the Code or such other applicable successor
            statute.

            Key Employee means an employee of the Company or of an Affiliate
            (including, without limitation, an employee who is also serving as
            an officer or director of the Company or of an Affiliate),
            designated by the Administrator to be eligible to be granted one or
            more Stock Rights under the Plan.

            Non-Qualified Option means an option which is not intended to
            qualify as an ISO.

            Option means an ISO or Non-Qualified Option granted under the Plan.

            Option Agreement means an agreement between the Company and a
            Participant delivered pursuant to the Plan, in such form as the
            Administrator shall approve.

            Participant means a Key Employee, director or consultant to whom one
            or more Stock Rights are granted under the Plan. As used herein,
            "Participant" shall include "Participant's Survivors" where the
            context requires.

            Plan means this Gomez Advisors, Inc. 1999 Stock Plan.

            Shares means shares of the Common Stock as to which Stock Rights
            have been or may be granted under the Plan or any shares of capital
            stock into which the Shares are changed or for which they are
            exchanged within the provisions of Paragraph 3 of the Plan. The
            Shares issued under the Plan may be authorized and unissued shares
            or shares held by the Company in its treasury, or both.

            Stock Appreciation Rights or SARs means an award in the form of a
            right to receive, upon exercise of the Stock Appreciation Right
            during the Designated Period, but without other payment, an amount
            based on appreciation in the value of Common Stock over a base price
            established in the SAR Agreement.


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            SAR Agreement means an agreement between the Company and a
            Participant delivered pursuant to the Plan, in such form as the
            Administrator shall approve.

            Stock Grant means a grant by the Company of shares of Common Stock
            under the Plan.

            Stock Grant Agreement means an agreement between the Company and a
            Participant delivered pursuant to the Plan, in such form as the
            Administrator shall approve.

            Stock Right means a right to Shares of the Company granted pursuant
            to the Plan (e.g. an ISO, a Non-Qualified Option, SARs or a
            restricted stock grant).

            Stock Value means, with respect to SARs, the underlying value of the
            Common Stock.

            Survivors means a deceased Participant's legal representatives
            and/or any person or persons who acquired the Participant's rights
            to a Stock Right by will or by the laws of descent and distribution.

2.    PURPOSES OF THE PLAN.

      The Plan is intended to encourage ownership of Shares by Key Employees and
directors of and certain consultants to the Company in order to attract such
people, to induce them to work for the benefit of the Company or of an Affiliate
and to provide additional incentive for them to promote the success of the
Company or of an Affiliate. The Plan provides for the granting of ISOs,
Non-Qualified Options, Stock Grants and SARs.

3.    SHARES SUBJECT TO THE PLAN.

      The number of Shares which may be issued from time to time pursuant to
this Plan shall be 3,000,000, or the equivalent of such number of Shares
after the Administrator, in its sole discretion, has interpreted the effect
of any stock split, stock dividend, combination, recapitalization or similar
transaction in accordance with Paragraph 23 of the Plan.

      If an Option or SAR ceases to be "outstanding", in whole or in part, or if
the Company shall reacquire any Shares issued pursuant to a Stock Grant, the
Shares which were subject to such Option and any Shares so reacquired by the
Company shall be available for the granting of other Stock Rights under the
Plan. Any Option shall be treated as "outstanding" until such Option is
exercised in full, or terminates or expires under the provisions of the Plan, or
by agreement of the parties to the pertinent Option Agreement.


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4.    ADMINISTRATION OF THE PLAN.

      The Administrator of the Plan will be the Board of Directors, except to
the extent the Board of Directors delegates its authority to the Committee, in
which case the Committee shall be the Administrator. Subject to the provisions
of the Plan, the Administrator is authorized to:

      a.    Interpret the provisions of the Plan or of any Option, Stock Grant
            or SAR and to make all rules and determinations which it deems
            necessary or advisable for the administration of the Plan;

      b.    Determine which employees of the Company or of an Affiliate shall be
            designated as Key Employees and which of the Key Employees,
            directors and consultants shall be granted Stock Rights;

      c.    Determine the number of Shares for which a Stock Right or Stock
            Rights shall be granted, provided, however, that in no event shall
            Stock Rights with respect to more than 1,000,000 shares be granted
            to any Participant in any fiscal year; and

      d.    Specify the terms and conditions upon which a Stock Right or Stock
            Rights may be granted;

provided, however, that all such interpretations, rules, determinations, terms
and conditions shall be made and prescribed in the context of preserving the tax
status under Section 422 of the Code of those Options which are designated as
ISOs. Subject to the foregoing, the interpretation and construction by the
Administrator of any provisions of the Plan or of any Stock Right granted under
it shall be final, unless otherwise determined by the Board of Directors, if the
Administrator is the Committee.

5.    ELIGIBILITY FOR PARTICIPATION.

      The Administrator will, in its sole discretion, name the Participants in
the Plan, provided, however, that each Participant must be a Key Employee,
director or consultant of the Company or of an Affiliate at the time a Stock
Right is granted. Notwithstanding the foregoing, the Administrator may authorize
the grant of a Stock Right to a person not then an employee, director or
consultant of the Company or of an Affiliate; provided, however, that the actual
grant of such Stock Right shall be conditioned upon such person becoming
eligible to become a Participant at or prior to the time of the delivery of the
Agreement evidencing such Stock Right. ISOs may be granted only to Key
Employees. Non-Qualified Options and Stock Grants may be granted to any Key
Employee, director or consultant of the Company or an Affiliate. The granting of
any Stock Right to any individual shall neither entitle that individual to, nor
disqualify him or her from, participation in any other grant of Stock Rights.


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6.    TERMS AND CONDITIONS OF OPTIONS.

      Each Option shall be set forth in writing in an Option Agreement, duly
executed by the Company and, to the extent required by law or requested by the
Company, by the Participant. The Administrator may provide that Options be
granted subject to such terms and conditions, consistent with the terms and
conditions specifically required under this Plan, as the Administrator may deem
appropriate including, without limitation, subsequent approval by the
shareholders of the Company of this Plan or any amendments thereto.

      A.    Non-Qualified Options: Each Option intended to be a Non-Qualified
            Option shall be subject to the terms and conditions which the
            Administrator determines to be appropriate and in the best interest
            of the Company, subject to the following minimum standards for any
            such Non-Qualified Option:

            a.    Option Price: Each Option Agreement shall state the option
                  price (per share) of the Shares covered by each Option, which
                  option price shall be determined by the Administrator but
                  shall not be less than the par value per share of Common
                  Stock.

            b.    Each Option Agreement shall state the number of Shares to
                  which it pertains;

            c.    Each Option Agreement shall state the date or dates on which
                  it first is exercisable and the date after which it may no
                  longer be exercised, and may provide that the Option rights
                  accrue or become exercisable in installments over a period of
                  months or years, or upon the occurrence of certain conditions
                  or the attainment of stated goals or events; and

            d.    Exercise of any Option may be conditioned upon the
                  Participant's execution of a Share purchase agreement in form
                  satisfactory to the Administrator providing for certain
                  protections for the Company and its other shareholders,
                  including requirements that:

                  i.    The Participant's or the Participant's Survivors' right
                        to sell or transfer the Shares may be restricted; and

                  ii.   The Participant or the Participant's Survivors may be
                        required to execute letters of investment intent and
                        must also acknowledge that the Shares will bear legends
                        noting any applicable restrictions.

      B.    ISOs: Each Option intended to be an ISO shall be issued only to a
            Key Employee and be subject to the following terms and conditions,
            with such additional restrictions or changes as the Administrator
            determines are appropriate but not in


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            conflict with Section 422 of the Code and relevant regulations and
            rulings of the Internal Revenue Service:

            a.    Minimum standards: The ISO shall meet the minimum standards
                  required of Non-Qualified Options, as described in Paragraph
                  6(A) above, except clause (a) thereunder.

            b.    Option Price: Immediately before the Option is granted, if the
                  Participant owns, directly or by reason of the applicable
                  attribution rules in Section 424(d) of the Code:

                  i.    Ten percent (10%) or less of the total combined voting
                        power of all classes of stock of the Company or an
                        Affiliate, the Option price per share of the Shares
                        covered by each Option shall not be less than one
                        hundred percent (100%) of the Fair Market Value per
                        share of the Shares on the date of the grant of the
                        Option.

                  ii.   More than ten percent (10%) of the total combined voting
                        power of all classes of stock of the Company or an
                        Affiliate, the Option price per share of the Shares
                        covered by each Option shall not be less than one
                        hundred ten percent (110%) of the said Fair Market Value
                        on the date of grant.

            c.    Term of Option: For Participants who own

                  i.    Ten percent (10%) or less of the total combined voting
                        power of all classes of stock of the Company or an
                        Affiliate, each Option shall terminate not more than ten
                        (10) years from the date of the grant or at such earlier
                        time as the Option Agreement may provide.

                  ii.   More than ten percent (10%) of the total combined voting
                        power of all classes of stock of the Company or an
                        Affiliate, each Option shall terminate not more than
                        five (5) years from the date of the grant or at such
                        earlier time as the Option Agreement may provide.

            d.    Limitation on Yearly Exercise: The Option Agreements shall
                  restrict the amount of Options which may be exercisable in any
                  calendar year (under this or any other ISO plan of the Company
                  or an Affiliate) so that the aggregate Fair Market Value
                  (determined at the time each ISO is granted) of the stock with
                  respect to which ISOs are exercisable for the first time by
                  the Participant in any calendar year does not exceed one
                  hundred thousand dollars ($100,000), provided that this
                  subparagraph (d) shall have no force or effect if its
                  inclusion in the Plan is not necessary for Options issued as
                  ISOs to qualify as ISOs pursuant to Section 422(d) of the
                  Code.


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7.    TERMS AND CONDITIONS OF STOCK GRANTS.

      Each offer of a Stock Grant to a Participant shall state the date prior to
which the Stock Grant must be accepted by the Participant, and the principal
terms of each Stock Grant shall be set forth in a Stock Grant Agreement, duly
executed by the Company and, to the extent required by law or requested by the
Company, by the Participant. The Stock Grant Agreement shall be in a form
approved by the Administrator and shall contain terms and conditions which the
Administrator determines to be appropriate and in the best interest of the
Company, subject to the following minimum standards:

      (a)   Each Stock Grant Agreement shall state the purchase price (per
            share), if any, of the Shares covered by each Stock Grant, which
            purchase price shall be determined by the Administrator but shall
            not be less than the minimum consideration required by the Delaware
            General Corporation Law on the date of the grant of the Stock Grant;

      (b)   Each Stock Grant Agreement shall state the number of Shares to which
            the Stock Grant pertains; and

      (c)   Each Stock Grant Agreement shall include the terms of any right of
            the Company to reacquire the Shares subject to the Stock Grant,
            including the time and events upon which such rights shall accrue
            and the purchase price therefor, if any.

8.    TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

      Each award of a SAR under this Plan shall be evidenced by a SAR Agreement
in a form approved by the Administrator setting forth the number of SARs,
vesting schedule, if any, the Stock Value of Common Stock upon which the SAR is
based and the term of the SAR. The SAR Agreement shall also set forth (or
incorporate by reference) other material terms and conditions applicable to the
SAR as determined by the Administrator consistent with the limitations of this
Plan.

      Each award of a SAR shall be subject to the following conditions:

      (a)   Unless the Administrator provides otherwise, and such provision is
            reflected in the SAR Agreement, the minimum base price of a SAR
            granted under this Plan shall be not less than the Fair Market Value
            of the underlying Common Stock on the date the SAR is granted;

      (b)   The Administrator may, in its sole discretion (but is not obligated
            to) provide for the acceleration of vesting of SARs upon the
            occurrence of certain enumerated events, including, but not limited
            to, the death, disability or retirement of the Participant or a
            change in control of the Company; and


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      (c)   The SARs shall be used solely as a device for the measurement and
            determination of the amount to be paid to Participants as provided
            in the Plan. The SARs shall not constitute or be treated as property
            or as a trust fund of any kind. All amounts at any time attributable
            to the SARs shall be and remain the sole property of the Company and
            all Participants' rights hereunder are limited to the rights to
            receive cash or shares of Common Stock as provided in this Plan.

9.    EXERCISE OF OPTIONS AND ISSUE OF SHARES.

      An Option (or any part or installment thereof) shall be exercised by
giving written notice to the Company at its principal executive office address,
together with provision for payment of the full purchase price in accordance
with this Paragraph for the Shares as to which the Option is being exercised,
and upon compliance with any other condition(s) set forth in the Option
Agreement. Such written notice shall be signed by the person exercising the
Option, shall state the number of Shares with respect to which the Option is
being exercised and shall contain any representation required by the Plan or the
Option Agreement. Payment of the purchase price for the Shares as to which such
Option is being exercised shall be made (a) in United States dollars in cash or
by check, or (b) at the discretion of the Administrator, through delivery of
shares of Common Stock having a Fair Market Value equal as of the date of the
exercise to the cash exercise price of the Option, or (c) at the discretion of
the Administrator, by having the Company retain from the shares otherwise
issuable upon exercise of the Option, a number of shares having a Fair Market
Value equal as of the date of exercise to the exercise price of the Option, or
(d) at the discretion of the Administrator, by delivery of the grantee's
personal recourse note bearing interest payable not less than annually at no
less than 100% of the applicable Federal rate, as defined in Section 1274(d) of
the Code, or (e) at the discretion of the Administrator, in accordance with a
cashless exercise program established with a securities brokerage firm, and
approved by the Administrator, or (f) at the discretion of the Administrator, by
any combination of (a), (b), (c), (d) and (e) above. Notwithstanding the
foregoing, the Administrator shall accept only such payment on exercise of an
ISO as is permitted by Section 422 of the Code.

      The Company shall then reasonably promptly deliver the Shares as to which
such Option was exercised to the Participant (or to the Participant's Survivors,
as the case may be). In determining what constitutes "reasonably promptly," it
is expressly understood that the issuance and delivery of the Shares may be
delayed by the Company in order to comply with any law or regulation (including,
without limitation, state securities or "blue sky" laws) which requires the
Company to take any action with respect to the Shares prior to their issuance.
The Shares shall, upon delivery, be evidenced by an appropriate certificate or
certificates for fully paid, non-assessable Shares.

      The Administrator shall have the right to accelerate the date of exercise
of any installment of any Option; provided that the Administrator shall not
accelerate the exercise date of any installment of any Option granted to any Key
Employee as an ISO (and not previously converted into a Non-Qualified Option
pursuant to Paragraph 26) if such acceleration would violate the


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annual vesting limitation contained in Section 422(d) of the Code or such
applicable successor statute, as described in Paragraph 6.B.d herein.

      The Administrator may, in its discretion, amend any term or condition of
an outstanding Option provided (i) such term or condition as amended is
permitted by the Plan, (ii) any such amendment shall be made only with the
consent of the Participant to whom the Option was granted, or in the event of
the death of the Participant, the Participant's Survivors, if the amendment is
adverse to the Participant, and (iii) any such amendment of any ISO shall be
made only after the Administrator, after consulting the counsel for the Company,
determines whether such amendment would constitute a "modification" of any
Option which is an ISO (as that term is defined in Section 424(h) of the Code)
or would cause any adverse tax consequences for the holder of such ISO.

10.   ACCEPTANCE OF STOCK GRANT AND ISSUE OF SHARES.

      A Stock Grant (or any part or installment thereof) shall be accepted by
executing the Stock Grant Agreement and delivering it to the Company at its
principal office address, together with provision for payment of the full
purchase price, if any, in accordance with this Paragraph for the Shares as to
which such Stock Grant is being accepted, and upon compliance with any other
conditions set forth in the Stock Grant Agreement. Payment of the purchase price
for the Shares as to which such Stock Grant is being accepted shall be made (a)
in United States dollars in cash or by check, or (b) at the discretion of the
Administrator, through delivery of shares of Common Stock having a fair market
value equal as of the date of acceptance of the Stock Grant to the purchase
price of the Stock Grant determined in good faith by the Administrator, or (c)
at the discretion of the Administrator, by delivery of the grantee's personal
recourse note bearing interest payable not less than annually at no less than
100% of the applicable Federal rate, as defined in Section 1274(d) of the Code,
or (d) at the discretion of the Administrator, by any combination of (a), (b)
and (c) above.

      The Company shall then reasonably promptly deliver the Shares as to which
such Stock Grant was accepted to the Participant (or to the Participant's
Survivors, as the case may be), subject to any escrow provision set forth in the
Stock Grant Agreement. In determining what constitutes "reasonably promptly," it
is expressly understood that the issuance and delivery of the Shares may be
delayed by the Company in order to comply with any law or regulation (including,
without limitation, state securities or "blue sky" laws) which requires the
Company to take any action with respect to the Shares prior to their issuance.

      The Administrator may, in its discretion, amend any term or condition of
an outstanding Stock Grant or Stock Grant Agreement provided (i) such term or
condition as amended is permitted by the Plan, and (ii) any such amendment shall
be made only with the consent of the Participant to whom the Stock Grant was
made, if the amendment is adverse to the Participant.


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11.   EXERCISE OF STOCK APPRECIATION RIGHTS AND ISSUE OF SHARES

      On the date on which the SAR is exercised, the Participant shall receive
an amount equal to the appreciation in market value of his or her SARs as
determined in this Section 11 of the Plan. That amount shall be payable in cash,
shares of Common Stock, or some combination of both, as set forth in the SAR
Agreement. No fractional shares shall be issued but a Participant shall be
entitled to a cash adjustment for a fractional share that would otherwise be
issued. SARs will be canceled upon the Participant's exercise of such SARs, and
no further payment shall be made as to SARs exercised by a Participant.

      The Stock Value on both the date the SAR is awarded and the date the SAR
is exercised shall be stated in each SAR Agreement and shall be determined by
either (i) the Administrator in its sole discretion, or (ii) a formula based on
the Fair Market Value of the Common Stock on a particular day or the average of
the Fair Market Values of the Common Stock over a series of days. The
appreciation in the Stock Value of SARs for purposes of determining payments to
be made to a Participant shall be measured by determining the Stock Value of
SARs held by that Participant on the date the SAR is exercised and subtracting
from that the Stock Value of the same SARs on the date such SARs were awarded.
The measurement of appreciation shall be made separately with respect to each
separate award of SARs.

12.   RIGHTS AS A SHAREHOLDER.

      No Participant to whom a Stock Right has been granted shall have rights as
a shareholder with respect to any Shares covered by such Stock Right, except
after due exercise of the Option or acceptance of the Stock Grant and tender of
the full purchase price, if any, for the Shares being purchased pursuant to such
exercise or acceptance and registration of the Shares in the Company's share
register in the name of the Participant.

13.   ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.

      By its terms, a Stock Right granted to a Participant shall not be
transferable by the Participant other than (i) by will or by the laws of descent
and distribution, or (ii) as otherwise determined by the Administrator and set
forth in the applicable Option Agreement, Stock Grant Agreement or SAR
Agreement. The designation of a beneficiary of a Stock Right by a Participant
shall not be deemed a transfer prohibited by this Paragraph. Except as provided
above, a Stock Right shall only be exercisable or may only be accepted, during
the Participant's lifetime, by such Participant (or by his or her legal
representative) and shall not be assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Any attempted transfer, assignment,
pledge, hypothecation or other disposition of any Stock Right or of any rights
granted thereunder contrary to the provisions of this Plan, or the levy of any
attachment or similar process upon a Stock Right, shall be null and void.


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14.   EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR
      DEATH OR DISABILITY.

      Except as otherwise provided in the pertinent Option Agreement in the
event of a termination of service (whether as an employee, director or
consultant) with the Company or an Affiliate before the Participant has
exercised an Option, the following rules apply:

      a.    A Participant who ceases to be an employee, director or consultant
            of the Company or of an Affiliate (for any reason other than
            termination "for cause", Disability, or death for which events there
            are special rules in Paragraphs 13, 14, and 15, respectively), may
            exercise any Option granted to him or her to the extent that the
            Option is exercisable on the date of such termination of service,
            but only within such term as the Administrator has designated in the
            pertinent Option Agreement.

      b.    Except as provided in Subparagraph (c) below, or Paragraph 14 or 15,
            in no event may an Option Agreement provide, if an Option is
            intended to be an ISO, that the time for exercise be later than
            three (3) months after the Participant's termination of employment.

      c.    The provisions of this Paragraph, and not the provisions of
            Paragraph 14 or 15, shall apply to a Participant who subsequently
            becomes Disabled or dies after the termination of employment,
            director status or consultancy, provided, however, in the case of a
            Participant's Disability or death within three (3) months after the
            termination of employment, director status or consultancy, the
            Participant or the Participant's Survivors may exercise the Option
            within one (1) year after the date of the Participant's termination
            of employment, but in no event after the date of expiration of the
            term of the Option.

      d.    Notwithstanding anything herein to the contrary, if subsequent to a
            Participant's termination of employment, termination of director
            status or termination of consultancy, but prior to the exercise of
            an Option, the Board of Directors determines that, either prior or
            subsequent to the Participant's termination, the Participant engaged
            in conduct which would constitute "cause", then such Participant
            shall forthwith cease to have any right to exercise any Option.

      e.    A Participant to whom an Option has been granted under the Plan who
            is absent from work with the Company or with an Affiliate because
            of temporary disability (any disability other than a permanent and
            total Disability as defined in Paragraph 1 hereof), or who is on a
            bona fide leave of absence (as approved by the Administrator)
            shall not, during the period of any such absence, be deemed, by
            virtue of such absence alone, to have terminated such


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            Participant's employment, director status or consultancy with the
            Company or with an Affiliate, except as the Administrator may
            otherwise expressly provide.

      f.    Except as required by law or as set forth in the pertinent Option
            Agreement, Options granted under the Plan shall not be affected by
            any change of a Participant's status within or among the Company and
            any Affiliates, so long as the Participant continues to be an
            employee, director or consultant of the Company or any Affiliate.

15.   EFFECT ON OPTIONS OF TERMINATION OF SERVICE "FOR CAUSE".

      Except as otherwise provided in the pertinent Option Agreement, at the
discretion of the Administrator the following rules apply if the Participant's
service (whether as an employee, director or consultant) with the Company or an
Affiliate is terminated "for cause" prior to the time that all his or her
outstanding Options have been exercised:

      a.    All outstanding and unexercised Options as of the time the
            Participant's service is terminated "for cause" will immediately be
            forfeited.

      b.    For purposes of this Plan, "cause" shall include (and is not limited
            to) dishonesty with respect to the Company or any Affiliate,
            insubordination, substantial malfeasance or non-feasance of duty,
            unauthorized disclosure of confidential information, and conduct
            substantially prejudicial to the business of the Company or any
            Affiliate. The determination of the Administrator as to the
            existence of "cause" will be conclusive on the Participant and the
            Company.

      c.    "Cause" is not limited to events which have occurred prior to a
            Participant's termination of service, nor is it necessary that the
            Administrator's finding of "cause" occur prior to termination. If
            the Administrator determines, subsequent to a Participant's
            termination of service but prior to the exercise of an Option, that
            either prior or subsequent to the Participant's termination the
            Participant engaged in conduct which would constitute "cause", then
            the right to exercise any Option is forfeited.

      d.    Any definition in an agreement between the Participant and the
            Company or an Affiliate, which contains a conflicting definition of
            "cause" for termination and which is in effect at the time of such
            termination, shall supersede the definition in this Plan with
            respect to such Participant.


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16.   EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.

      Except as otherwise provided in the pertinent Option Agreement, a
Participant who ceases to be an employee, director or consultant of the Company
or of an Affiliate by reason of Disability may exercise any Option granted to
such Participant:

      a.    To the extent exercisable but not exercised on the date of
            Disability; and

      b.    In the event rights to exercise the Option accrue periodically, to
            the extent of a pro rata portion of any additional rights as would
            have accrued had the Participant not become Disabled prior to the
            end of the accrual period which next ends following the date of
            Disability. The proration shall be based upon the number of days of
            such accrual period prior to the date of Disability.

      A Disabled Participant may exercise such rights only within the period
ending one (1) year after the date of the Participant's termination of
employment, directorship or consultancy, as the case may be, notwithstanding
that the Participant might have been able to exercise the Option as to some or
all of the Shares on a later date if the Participant had not become disabled and
had continued to be an employee, director or consultant or, if earlier, within
the originally prescribed term of the Option.

      The Administrator shall make the determination both of whether Disability
has occurred and the date of its occurrence (unless a procedure for such
determination is set forth in another agreement between the Company and such
Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or
approved by the Administrator, the cost of which examination shall be paid for
by the Company.

17.   EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

      Except as otherwise provided in the pertinent Option Agreement, in the
event of the death of a Participant while the Participant is an employee,
director or consultant of the Company or of an Affiliate, such Option may be
exercised by the Participant's Survivors:

      a.    To the extent exercisable but not exercised on the date of death;
            and

      b.    In the event rights to exercise the Option accrue periodically, to
            the extent of a pro rata portion of any additional rights which
            would have accrued had the Participant not died prior to the end of
            the accrual period which next ends following the date of death. The
            proration shall be based upon the number of days of such accrual
            period prior to the Participant's death.


                                       13
<PAGE>

      If the Participant's Survivors wish to exercise the Option, they must take
all necessary steps to exercise the Option within one (1) year after the date of
death of such Participant, notwithstanding that the decedent might have been
able to exercise the Option as to some or all of the Shares on a later date if
he or she had not died and had continued to be an employee, director or
consultant or, if earlier, within the originally prescribed term of the Option.

18.   EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS.

      In the event of a termination of service (whether as an employee, director
or consultant) with the Company or an Affiliate for any reason before the
Participant has accepted a Stock Grant, such offer shall terminate.

      For purposes of this Paragraph 16 and Paragraph 17 below, a Participant to
whom a Stock Grant has been offered under the Plan who is absent from work with
the Company or with an Affiliate because of temporary disability (any disability
other than a permanent and total Disability as defined in Paragraph 1 hereof),
or who is on leave of absence for any purpose, shall not, during the period of
any such absence, be deemed, by virtue of such absence alone, to have terminated
such Participant's employment, director status or consultancy with the Company
or with an Affiliate, except as the Administrator may otherwise expressly
provide.

      In addition, for purposes of this Paragraph 16 and Paragraph 17 below, any
change of employment or other service within or among the Company and any
Affiliates shall not be treated as a termination of employment, director status
or consultancy so long as the Participant continues to be an employee, director
or consultant of the Company or any Affiliate.

19.   EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR
      DEATH OR DISABILITY.

      Except as otherwise provided in the pertinent Stock Grant Agreement, in
the event of a termination of service (whether as an employee, director or
consultant), other than termination "for cause," Disability, or death for which
events there are special rules in Paragraphs 18, 19, and 20, respectively,
before all Company rights of repurchase shall have lapsed, then the Company
shall have the right to repurchase that number of Shares subject to a Stock
Grant as to which the Company's repurchase rights have not lapsed.

20.   EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE "FOR CAUSE".

      Except as otherwise provided in the pertinent Stock Grant Agreement, at
the discretion of the Administrator the following rules apply if the
Participant's service (whether as an employee, director or consultant) with the
Company or an Affiliate is terminated "for cause":


                                       14
<PAGE>

      a.    All Shares subject to any Stock Grant shall be immediately subject
            to repurchase by the Company at the purchase price, if any, thereof.

      b.    For purposes of this Plan, "cause" shall include (and is not limited
            to) dishonesty with respect to the employer, insubordination,
            substantial malfeasance or non-feasance of duty, unauthorized
            disclosure of confidential information, and conduct substantially
            prejudicial to the business of the Company or any Affiliate. The
            determination of the Administrator as to the existence of "cause"
            will be conclusive on the Participant and the Company.

      c.    "Cause" is not limited to events which have occurred prior to a
            Participant's termination of service, nor is it necessary that the
            Administrator's finding of "cause" occur prior to termination. If
            the Administrator determines, subsequent to a Participant's
            termination of service, that either prior or subsequent to the
            Participant's termination the Participant engaged in conduct which
            would constitute "cause," then the Company's right to repurchase all
            of such Participant's Shares shall apply.

      d.    Any definition in an agreement between the Participant and the
            Company or an Affiliate, which contains a conflicting definition of
            "cause" for termination and which is in effect at the time of such
            termination, shall supersede the definition in this Plan with
            respect to such Participant.

21.   EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE FOR DISABILITY.

      Except as otherwise provided in the pertinent Stock Grant Agreement, the
following rules apply if a Participant ceases to be an employee, director or
consultant of the Company or of an Affiliate by reason of Disability: to the
extent the Company's rights of repurchase have not lapsed on the date of
Disability, they shall be exercisable; provided, however, that in the event such
rights of repurchase lapse periodically, such rights shall lapse to the extent
of a pro rata portion of the Shares subject to such Stock Grant as would have
lapsed had the Participant not become Disabled prior to the end of the vesting
period which next ends following the date of Disability. The proration shall be
based upon the number of days of such vesting period prior to the date of
Disability.

      The Administrator shall make the determination both of whether Disability
has occurred and the date of its occurrence (unless a procedure for such
determination is set forth in another agreement between the Company and such
Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or
approved by the Administrator, the cost of which examination shall be paid for
by the Company.


                                       15
<PAGE>

22.   EFFECT ON STOCK GRANTS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

      Except as otherwise provided in the pertinent Stock Grant Agreement, the
following rules apply in the event of the death of a Participant while the
Participant is an employee, director or consultant of the Company or of an
Affiliate: to the extent the Company's rights of repurchase have not lapsed on
the date of death, they shall be exercisable; provided, however, that in the
event such rights of repurchase lapse periodically, such rights shall lapse to
the extent of a pro rata portion of the Shares subject to such Stock Grant as
would have lapsed had the Participant not died prior to the end of the vesting
period which next ends following the date of death. The proration shall be based
upon the number of days of such vesting period prior to the Participant's death.

23.   EFFECT ON STOCK APPRECIATION RIGHTS OF TERMINATION OF SERVICE OTHER THAN
      FOR CAUSE

      Except as otherwise provided in the pertinent SAR Agreement, if the
Participant is no longer an employee, a Director or consultant for any reason
(including death or Disability) other than termination "for cause", the
Participant shall have, or the Participant's beneficiaries shall have three
months from such termination date to exercise any exercisable unexercised SAR in
accordance with the terms of the applicable SAR Agreement and the Plan.
Immediately after the expiration of such three-month period, all SARs which have
not been exercised shall be forfeited, and the Participant (and his
beneficiaries, if applicable) shall thereafter have no rights or entitlement
with respect to such forfeited SARs.

24.   EFFECT ON STOCK APPRECIATION RIGHTS OF TERMINATION OF SERVICE FOR CAUSE

      Except as otherwise provided in the pertinent SAR Agreement, if the
Participant is terminated for cause, then the following rules will apply:

      a.    Any SAR that has not been exercised shall be immediately forfeited,
            and the Participant shall thereafter have no rights or entitlement
            with respect to such forfeited SARs.

      b.    For purposes of this Plan, "cause" shall include (and is not limited
            to) dishonesty with respect to the employer, insubordination,
            substantial malfeasance or non-feasance of duty, unauthorized
            disclosure of confidential information, and conduct substantially
            prejudicial to the business of the Company or any Affiliate. The
            determination of the Administrator as to the existence of "cause"
            will be conclusive on the Participant and the Company.


                                       16
<PAGE>

      c.    "Cause" is not limited to events which have occurred prior to a
            Participant's termination of service, nor is it necessary that the
            Administrator's finding of "cause" occur prior to termination. If
            the Administrator determines, subsequent to a Participant's
            termination of service, that either prior or subsequent to the
            Participant's termination the Participant engaged in conduct which
            would constitute "cause," then the Company's right to repurchase all
            of such Participant's Shares shall apply.

      d.    Any definition in an agreement between the Participant and the
            Company or an Affiliate, which contains a conflicting definition of
            "cause" for termination and which is in effect at the time of such
            termination, shall supersede the definition in this Plan with
            respect to such Participant.

25.   PURCHASE FOR INVESTMENT.

      Unless the offering and sale of the Shares to be issued upon the
particular exercise or acceptance of a Stock Right shall have been effectively
registered under the Securities Act of 1933, as now in force or hereafter
amended (the "1933 Act"), the Company shall be under no obligation to issue the
Shares covered by such exercise unless and until the following conditions have
been fulfilled:

      a.    The person(s) who exercise(s) or accept(s) such Stock Right shall
            warrant to the Company, prior to the receipt of such Shares, that
            such person(s) are acquiring such Shares for their own respective
            accounts, for investment, and not with a view to, or for sale in
            connection with, the distribution of any such Shares, in which event
            the person(s) acquiring such Shares shall be bound by the provisions
            of the following legend which shall be endorsed upon the
            certificate(s) evidencing their Shares issued pursuant to such
            exercise or such grant:

                  "The shares represented by this certificate have been taken
                  for investment and they may not be sold or otherwise
                  transferred by any person, including a pledgee, unless (1)
                  either (a) a Registration Statement with respect to such
                  shares shall be effective under the Securities Act of 1933, as
                  amended, or (b) the Company shall have received an opinion of
                  counsel satisfactory to it that an exemption from registration
                  under such Act is then available, and (2) there shall have
                  been compliance with all applicable state securities laws."

      b.    At the discretion of the Administrator, the Company shall have
            received an opinion of its counsel that the Shares may be issued
            upon such particular exercise or acceptance in compliance with the
            1933 Act without registration thereunder.


                                       17
<PAGE>

26.   DISSOLUTION OR LIQUIDATION OF THE COMPANY.

      Upon the dissolution or liquidation of the Company, all Options granted
and SARs awarded under this Plan which as of such date shall not have been
exercised and all Stock Grants which have not been accepted will terminate and
become null and void; provided, however, that if the rights of a Participant or
a Participant's Survivors have not otherwise terminated and expired, the
Participant or the Participant's Survivors will have the right immediately prior
to such dissolution or liquidation to exercise or accept any Stock Right to the
extent that the Stock Right is exercisable or subject to acceptance as of the
date immediately prior to such dissolution or liquidation.

27.   ADJUSTMENTS.

      Upon the occurrence of any of the following events, a Participant's rights
with respect to any Stock Right granted to him or her hereunder shall be
adjusted as hereinafter provided, unless otherwise specifically provided in the
pertinent Option Agreement, Stock Grant Agreement or SAR Agreement:

      A. Stock Dividends and Stock Splits. If (i) the shares of Common Stock
shall be subdivided or combined into a greater or smaller number of shares or if
the Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, or (ii) additional shares or new or different shares
or other securities of the Company or other non-cash assets are distributed with
respect to such shares of Common Stock, the number of shares of Common Stock
deliverable upon the exercise or acceptance of such Stock Right may be
appropriately increased or decreased proportionately, and appropriate
adjustments may be made in the purchase price per share to reflect such events.
The number of Shares subject to options to be granted to directors and the
number of Shares subject to the limitation in Paragraph 4(c) shall also be
proportionately adjusted upon the occurrence of such events.

      B. Consolidations or Mergers. If the Company is to be consolidated with or
acquired by another entity in a merger, sale of all or substantially all of the
Company's assets or otherwise (an "Acquisition"), the Administrator or the board
of directors of any entity assuming the obligations of the Company hereunder
(the "Successor Board"), shall, as to outstanding Options, either (i) make
appropriate provision for the continuation of such Options by substituting on an
equitable basis for the Shares then subject to such Options either the
consideration payable with respect to the outstanding shares of Common Stock in
connection with the Acquisition or securities of any successor or acquiring
entity; or (ii) upon written notice to the Participants, provide that all
Options must be exercised (either to the extent then exercisable or, at the
discretion of the Administrator, all Options being made fully exercisable for
purposes of this Subparagraph) at the end of which period the Options shall
terminate; or (iii) terminate all Options in exchange for a cash payment equal
to the excess of the Fair Market Value of the Shares subject to such Options
(either to the extent then exercisable or, at the discretion of the
Administrator, all Options being made fully exercisable for purposes of this
Subparagraph) over the exercise price thereof.


                                       18
<PAGE>

      With respect to outstanding Stock Grants, the Administrator or the
Successor Board, shall either (i) make appropriate provisions for the
continuation of such Stock Grants by substituting on an equitable basis for the
Shares then subject to such Stock Grants either the consideration payable with
respect to the outstanding Shares of Common Stock in connection with the
Acquisition or securities of any successor or acquiring entity; or (ii) upon
written notice to the Participants, provide that all Stock Grants must be
accepted (to the extent then subject to acceptance) within a specified number of
days of the date of such notice, at the end of which period the offer of the
Stock Grants shall terminate; or (iii) terminate all Stock Grants in exchange
for a cash payment equal to the excess of the Fair Market Value of the Shares
subject to such Stock Grants over the purchase price thereof, if any. In
addition, in the event of an Acquisition, the Administrator may waive any or all
Company repurchase rights with respect to outstanding Stock Grants.

      With respect to outstanding SARs, the Administrator or Successor Board,
shall either (i) make appropriate provision for the continuation of such SARs by
substituting on an equitable basis for the Shares then subject to such SARs
either the consideration payable with respect to the outstanding Shares of
Common Stock in connection with the Acquisition or securities of any successor
or acquiring entity; or (ii) upon written notice to the Participant, provide
that all SARs must be exercised (either to the extent then exercisable or, at
the discretion of the Administrator, all SARs being made fully exercisable for
purposes of this Subsection), within a specified number of days of the date of
such notice, at the end of which period the SARs shall terminate; or (iii)
terminate all SARs in exchange for a cash payment equal to the excess of the
Fair Market Value of the Shares subject to such SARs, as determined in good
faith by the Administrator or the Successor Board (either to the extent then
exercisable or, at the discretion of the Administrator, all SARs being made
fully exercisable for purposes of this Subparagraph), over the Stock Value of
the stock at the close of business on the business day preceding the date such
SARs were awarded.

      C. Recapitalization or Reorganization. In the event of a recapitalization
or reorganization of the Company (other than a transaction described in
Subparagraph B above) pursuant to which securities of the Company or of another
corporation are issued with respect to the outstanding shares of Common Stock, a
Participant upon exercising or accepting a Stock Right shall be entitled to
receive for the purchase price, if any, paid upon such exercise or acceptance
the securities which would have been received if such Stock Right had been
exercised or accepted prior to such recapitalization or reorganization.

      D. Modification of ISOs. Notwithstanding the foregoing, any adjustments
made pursuant to Subparagraph A, B or C with respect to ISOs shall be made only
after the Administrator, after consulting with counsel for the Company,
determines whether such adjustments would constitute a "modification" of such
ISOs (as that term is defined in Section 424(h) of the Code) or would cause any
adverse tax consequences for the holders of such ISOs. If the Administrator
determines that such adjustments made with respect to ISOs would constitute a
modification of such ISOs, it may refrain from making such adjustments, unless
the holder of an ISO specifically requests in writing that such adjustment be
made and such writing


                                       19
<PAGE>

indicates that the holder has full knowledge of the consequences of such
"modification" on his or her income tax treatment with respect to the ISO.

28.   ISSUANCES OF SECURITIES.

      Except as expressly provided herein, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares subject to Stock Rights. Except as
expressly provided herein, no adjustments shall be made for dividends paid in
cash or in property (including without limitation, securities) of the Company
prior to any issuance of Shares pursuant to a Stock Right.

29.   FRACTIONAL SHARES.

      No fractional shares shall be issued under the Plan and the person
exercising a Stock Right shall receive from the Company cash in lieu of such
fractional shares equal to the Fair Market Value thereof.

30.   CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs.

      The Administrator, at the written request of any Participant, may in its
discretion take such actions as may be necessary to convert such Participant's
ISOs (or any portions thereof) that have not been exercised on the date of
conversion into Non-Qualified Options at any time prior to the expiration of
such ISOs, regardless of whether the Participant is an employee of the Company
or an Affiliate at the time of such conversion. Such actions may include, but
not be limited to, extending the exercise period or reducing the exercise price
of the appropriate installments of such Options. At the time of such conversion,
the Administrator (with the consent of the Participant) may impose such
conditions on the exercise of the resulting Non-Qualified Options as the
Administrator in its discretion may determine, provided that such conditions
shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to
give any Participant the right to have such Participant's ISOs converted into
Non-Qualified Options, and no such conversion shall occur until and unless the
Administrator takes appropriate action. The Administrator, with the consent of
the Participant, may also terminate any portion of any ISO that has not been
exercised at the time of such conversion.

31.   WITHHOLDING.

      In the event that any federal, state, or local income taxes, employment
taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other
amounts are required by applicable law or governmental regulation to be withheld
from the Participant's salary, wages or


                                       20
<PAGE>

other remuneration in connection with the exercise or acceptance of a Stock
Right or in connection with a Disqualifying Disposition (as defined in Paragraph
28) or upon the lapsing of any right of repurchase, the Company may withhold
from the Participant's compensation, if any, or may require that the Participant
advance in cash to the Company, or to any Affiliate of the Company which employs
or employed the Participant, the amount of such withholdings unless a different
withholding arrangement, including the use of shares of the Company's Common
Stock or a promissory note, is authorized by the Administrator (and permitted by
law). For purposes hereof, the fair market value of the shares withheld for
purposes of payroll withholding shall be determined in the manner provided in
Paragraph 1 above, as of the most recent practicable date prior to the date of
exercise. If the fair market value of the shares withheld is less than the
amount of payroll withholdings required, the Participant may be required to
advance the difference in cash to the Company or the Affiliate employer. The
Administrator in its discretion may condition the exercise of an Option for less
than the then Fair Market Value on the Participant's payment of such additional
withholding.

32.   NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.

      Each Key Employee who receives an ISO must agree to notify the Company in
writing immediately after the Key Employee makes a Disqualifying Disposition of
any shares acquired pursuant to the exercise of an ISO. A Disqualifying
Disposition is any disposition (including any sale) of such shares before the
later of (a) two years after the date the Key Employee was granted the ISO, or
(b) one year after the date the Key Employee acquired Shares by exercising the
ISO. If the Key Employee has died before such stock is sold, these holding
period requirements do not apply and no Disqualifying Disposition can occur
thereafter.

33.   TERMINATION OF THE PLAN.

      The Plan will terminate on the date which is ten (10) years from the
earlier of the date of its adoption and the date of its approval by the
shareholders of the Company. The Plan may be terminated at an earlier date by
vote of the shareholders of the Company; provided, however, that any such
earlier termination shall not affect any Option Agreements, Stock Grant
Agreements or SAR Agreements executed prior to the effective date of such
termination.

34.   AMENDMENT OF THE PLAN AND AGREEMENTS.

      The Plan may be amended by the shareholders of the Company. The Plan may
also be amended by the Administrator, including, without limitation, to the
extent necessary to qualify any or all outstanding Stock Rights granted under
the Plan or Stock Rights to be granted under the Plan for favorable federal
income tax treatment (including deferral of taxation upon exercise) as may be
afforded incentive stock options under Section 422 of the Code, and to the
extent necessary to qualify the shares issuable upon exercise or acceptance of
any outstanding Stock Rights granted, or Stock Rights to be granted, under the
Plan for listing on any national securities


                                       21
<PAGE>

exchange or quotation in any national automated quotation system of securities
dealers. Any amendment approved by the Administrator which the Administrator
determines is of a scope that requires shareholder approval shall be subject to
obtaining such shareholder approval. Any modification or amendment of the Plan
shall not, without the consent of a Participant, adversely affect his or her
rights under a Stock Right previously granted to him or her. With the consent of
the Participant affected, the Administrator may amend outstanding Option
Agreements, Stock Grant Agreements or SAR Agreements in a manner which may be
adverse to the Participant but which is not inconsistent with the Plan. In the
discretion of the Administrator, outstanding Option Agreements, Stock Grant
Agreements or SAR Agreements may be amended by the Administrator in a manner
which is not adverse to the Participant.

35.   EMPLOYMENT OR OTHER RELATIONSHIP.

      Nothing in this Plan or any Option Agreement, Stock Grant Agreement or SAR
Agreements shall be deemed to prevent the Company or an Affiliate from
terminating the employment, consultancy or director status of a Participant, nor
to prevent a Participant from terminating his or her own employment, consultancy
or director status or to give any Participant a right to be retained in
employment or other service by the Company or any Affiliate for any period of
time.

36.   GOVERNING LAW.

      This Plan shall be construed and enforced in accordance with the law of
the State of Delaware.


                                       22