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                            Net Value Holdings, Inc.
                            2000 STOCK INCENTIVE PLAN

Section 1. General Purpose of the Plan; Definitions. The purpose of the Plan is
to provide officers, employees, directors and consultants of Net Value Holdings,
Inc. (the "Company") and other members of the Participating Company Group the
opportunity to receive stock options and stock awards and thereby acquire a
proprietary interest in the Company. It is anticipated that providing such
persons with a direct stake in the Company's welfare will assure a closer
identification of their interests with those of the Company's stockholders,
thereby encouraging the participants to contribute materially to the growth and
development of the Company and strengthening their desire to remain with the
Company.

         The following terms shall be defined as set forth below:

         "Act" means the Securities Exchange Act of 1934, as amended.

         "Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options and Stock Awards.

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

         "Cause" means (a) with respect to an individual who is party to a
written agreement with a Participating Company which contains a definition of
"cause" or "for cause" or words of similar import for purposes of termination of
Service thereunder by the Participating Company, "cause" or "for cause" as
defined in such agreement; (b) in all other cases (i) the willful commission by
a participant of a criminal or other act that causes substantial economic damage
to a Participating Company or substantial injury to the business reputation of a
Participating Company; (ii) the commission of an act of fraud in the performance
of such person's duties to or on behalf of a Participating Company; or (iii) the
continuing willful failure of a person to perform the duties of such person to a
Participating Company (other than a failure to perform duties resulting from
such person's incapacity due to illness). For purposes of the Plan, no act, or
failure to act, on the part of any person shall be considered "willful" unless
done or omitted to be done by the person other than in good faith and without
reasonable belief that the person's action or omission was in the best interest
of the Participating Company.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

         "Effective Date" means the date on which the Plan is approved by the
Board as set forth in Section 19.

         "Fair Market Value" of the Stock on any given date means (i) if the
Stock is listed on any established stock exchange or a national market system,
including without limitation the National Market or SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable; (ii) if the Stock is regularly traded on the
Nasdaq OTC Bulletin Board Service, or a comparable automated quotation system,
its Fair Market Value shall be the mean between the high bid and low asked
prices for the Stock on the last market trading day prior to the day of
determination; or (iii) in the absence of an established market for the Stock,
the Fair Market Value thereof shall be determined in good faith by the Plan
Administrator.


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         "Incentive Stock Option" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         "Option" or "Stock Option" means any Option to purchase shares of Stock
granted pursuant to Section 6.

         "Option Period" means the period commencing on the grant date of an
Option and ending on the last day of the term of such Option as established
pursuant to Section 8.2.

         "Participating Company" means the Company or any or Subsidiary
Corporation or any other member of the Participating Company Group.

         "Participating Company Group" means, at any point in time, any
Participating Company or all corporations collectively which are then
Participating Companies.

         "Service" means a participant's employment or service with any member
of the Participating Company Group, whether in the capacity of an employee,
officer, director or a consultant. The participant's Service shall not be deemed
to have terminated merely because of a change in the Participating Company for
which the participant renders such Service, provided that there is no
interruption or termination of the participant's Service. Furthermore, a
participant's Service with the Participating Company Group shall not be deemed
to have terminated if the participant takes any military leave, sick leave, or
other bona fide leave of absence approved by a Participating Company; provided,
however, that if any such leave exceeds ninety (90) days, on the ninety-first
(91st) day of such leave the participant's Service shall be deemed to have
terminated unless the participant's right to return to Service with the
Participating Company is guaranteed by statute or contract.

         "Stock" means the Common Stock, par value $.001 per share, of the
Company, subject to adjustments pursuant to Section 11.

         "Stock Award" means any award granted pursuant to Section 9.

         "Subsidiary" means any, whether now or hereafter existing, corporation
or other entity (other than the Company) in any unbroken chain of corporations
or other entities, beginning with the Company, if each of the corporations or
entities owns stock or other interests possessing 50% or more of the economic
interest or the total combined voting power of all classes of stock or other
interests in one of the other corporations or entities in the chain, whether now
or hereafter existing.

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Section 2. Administration. The Plan shall be administered by the full Board of
Directors of the Company or a committee of such Board of Directors comprised of
two or more "Non-Employee Directors" within the meaning of Rule 16b-3(a)(3)
promulgated under the Act (the "Plan Administrator"). Subject to the provisions
of the Plan, the Plan Administrator is authorized to:

         (a)  construe the Plan and any Award under the Plan;

         (b)  select the directors, officers, employees and consultants of any
              Participating Company to whom Awards may be granted;

         (c)  determine the number of shares of Stock to be covered by any
              Award;

         (d)  determine and modify from time to time the terms and conditions,
              including restrictions, of any Award and to approve the form of
              written instrument evidencing Awards;

         (e)  accelerate at any time the exercisability or vesting of all or any
              portion of any Award and/or to include provisions in Awards
              providing for such acceleration;

         (f)  impose limitations on Awards, including limitations on transfer
              and repurchase provisions;

         (g)  extend the exercise period within which Stock Options may be
              exercised; and

         (h)  determine at any time whether, to what extent, and under what
              circumstances Stock and other amounts payable with respect to an
              Award shall be deferred either automatically or at the election of
              the participant and whether and to what extent the Company shall
              pay or credit amounts constituting interest (at rates determined
              by the Plan Administrator) or dividends or deemed dividends on
              such deferrals.

The determination of the Plan Administrator on any such matters shall be
conclusive.

Section 3. Delegation of Authority to Grant Awards. The Plan Administrator, in
its discretion, may delegate to one or more executive officers of the Company
all or part of the Plan Administrator's authority and duties with respect to
granting Awards and all references in the Plan to the "Plan Administrator" shall
include such executive officers to the extent they are acting pursuant to such
delegation. The Plan Administrator may revoke or amend the terms of such a
delegation at any time, but such revocation shall not invalidate prior actions
of the executive officers that were consistent with the terms of the Plan.

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Section 4. Eligibility. Awards may only be granted to employees, directors, and
consultants with any member of the Participating Company Group. For purposes of
the foregoing sentence, "employees," "directors" and "consultants" shall include
prospective employees, prospective directors and prospective consultants to whom
Awards are granted in connection with written offers of an employment or other
service relationship with a Participating Company.

Section 5. Shares Subject to the Plan. The number of shares of Stock which may
be issued pursuant to the Plan shall be 5,000,000. For purposes of the foregoing
limitation, the shares of Stock underlying any Awards which are forfeited,
canceled, reacquired by the Company, satisfied without the issuance of Stock or
otherwise terminated (other than by exercise) shall be added back to the number
of shares of Stock available for issuance under the Plan. Stock to be issued
under the Plan may be either authorized and unissued shares or shares held in
treasury by the Company. Notwithstanding the foregoing, on and after the date
that the Plan is subject to Section 162(m) of the Code, Stock Options with
respect to no more than 1,000,000 shares of Stock may be granted to any one
individual participant during any one calendar year period.

Section 6. Stock Options. Options granted pursuant to the Plan may be either
Options which are Incentive Stock Options or Non-Qualified Stock Options.
Incentive Stock Options and Non-Qualified Stock Options shall be granted
separately hereunder. The Plan Administrator, shall determine whether and to
what extent Options shall be granted under the Plan and whether such Options
granted shall be Incentive Stock Options or Non-Qualified Stock Options;
provided, however, that: (i) Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code; and (ii) No Incentive Stock
Option may be granted following the tenth anniversary of the Effective Date of
the Plan. The provisions of the Plan and any Stock Option Agreement pursuant to
which Incentive Stock Options shall be issued shall be construed in a manner
consistent with Section 422 of the Code (or any successor provision) and rules
and regulations promulgated thereunder.

Section 7. ISO Fair Market Value Limitation. To the extent that Options
designated as Incentive Stock Options (granted under all stock option plans of
the Participating Company Group, including the Plan) become exercisable by a
participant for the first time during any calendar year for Stock having a Fair
Market Value greater than One Hundred Thousand Dollars ($100,000), the portion
of such Options which exceeds such amount shall be treated as Non-Qualified
Stock Options. For purposes of this Section 7, Options designated as Incentive
Stock Options shall be taken into account in the order in which they were
granted, and the Fair Market Value of Stock shall be determined as of the time
the Option with respect to such Stock is granted. If the Code is amended to
provide for a different limitation from that set forth in this Section 7, such
different limitation shall be deemed incorporated herein effective as of the
amendment date and with respect to such Options as required or permitted by such
amendment to the Code. If an Option is treated as an Incentive Stock Option in
part and as a Nonstatutory Stock Option in part by reason of the limitation set
forth in this Section 7, the participant may designate which portion of such
Option the participant is exercising. In the absence of such designation, the
participant shall be deemed to have exercised the Incentive Stock Option portion
of the Option first. Separate certificates representing each such portion shall
be issued upon the exercise of the Option.



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Section 8. Terms of Options. Each Option granted under the Plan shall be
evidenced by an agreement between the Company and the person to whom such Option
is granted (the "Option Agreement") and shall be subject to the following terms
and conditions:

                  8.1 Exercise Price. Subject to adjustment as provided in
Section 11 of this Plan, the price at which each share covered by an Option may
be purchased shall be determined in each case by the Plan Administrator;
provided, however, that such price shall not, in the case of an Incentive Stock
Option, be less than the Fair Market Value of the underlying Stock at the time
the Option is granted. If a participant owns (or is deemed to own under
applicable provisions of the Code and rules and regulations promulgated
thereunder) more than ten percent (10%) of the combined voting power of all
classes of the stock of the Company and an Option granted to such participant is
intended to qualify as an Incentive Stock Option, the Option price shall be no
less than 110% of the Fair Market Value of the Stock covered by the Option on
the date the Option is granted.

                  8.2 Exercise Period. Options shall be exercisable at such time
or times, or upon such event or events, and subject to such terms, conditions,
performance criteria, and restrictions as shall be determined by the Plan
Administrator and set forth in the Option Agreement evidencing such Option;
provided, however, that (i) no Option shall be exercisable after the expiration
of ten (10) years after the date of grant of such Option, (ii) no Incentive
Stock Option granted to a participant who owns more than 10% of the combined
voting power of all classes of stock of the Company (or any parent or subsidiary
of the Company) shall be exercisable after the expiration of five (5) years
after the date of grant of such Option, and (iii) no Option granted to a
prospective employee, prospective consultant or prospective director may become
exercisable prior to the date on which such person commences Service with the
Participating Company. Subject to the foregoing, unless otherwise specified by
the Option Agreement evidencing the Option, any Option granted hereunder shall
have a term of ten (10) years from the effective date of grant of the Option.

                  8.3 Effect of Termination of Service. Unless otherwise
provided in such participant's Option Agreement:

                       (i)    Death. If a participant shall cease to perform
                              Service as a result of such participant's death,
                              any Options then exercisable shall be exercisable
                              until the earlier to occur of one year anniversary
                              of the participant's death or the expiration of
                              the Option Period and only by the participant's
                              personal representative or persons entitled
                              thereto under the participant's will or the laws
                              of descent and distribution.

                       (ii)   Termination of Service. If a participant shall
                              cease to perform Service to any member of the
                              Participating Company Group, all Options to which
                              the participant is then entitled to exercise may
                              be exercised until the earlier to occur of the
                              three month anniversary of the participant's
                              termination of Service or the expiration of the
                              Option Period or, if such termination was due to
                              disability or retirement (as hereinafter defined),


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                              until the earlier to occur of the one year
                              anniversary of the participant's termination of
                              Service or the expiration of the Option Period.
                              Notwithstanding the foregoing, in the event that
                              any termination of Service shall be for "Cause"
                              (as defined herein) or the participant voluntarily
                              terminates his or her Service, then any and all
                              Options held by such participant shall forthwith
                              terminate. For purposes of the Plan, "retirement"
                              shall mean the termination of employment with the
                              Participating Company Group, other than for Cause,
                              at any time under circumstances which would
                              entitle such participant to other retirement
                              benefits provided by the Participating Company to
                              whom the participant was providing Service
                              immediately prior to the termination of Service or
                              such other circumstances that the Plan
                              Administrator concludes should be deemed a
                              retirement.

                       (iii)  Limitation on Shares. The Option may not be
                              exercised for more shares (subject to adjustment
                              as provided in Section 11) after the termination
                              of the participant's Service than the participant
                              was entitled to purchase thereunder at the time of
                              the termination of such relationship.

                  8.4 Payment of Exercise Price. The Option exercise price of
each share purchased pursuant to an Option shall be paid in full at the time of
each exercise (the "Payment Date") of the Option (i) in cash; (ii) by delivering
to the Company a notice of exercise with an irrevocable direction to a
broker-dealer registered under the Act to sell a sufficient portion of the
shares and deliver the sale proceeds directly to the Company to pay the exercise
price; (iii) in the discretion of the Plan Administrator, through the delivery
to the Company of previously-owned shares of Common Stock having an aggregate
Fair Market Value equal to the Option exercise price of the shares being
purchased pursuant to the exercise of the Option; provided, however, that shares
of Common Stock delivered in payment of the Option price must have been held by
the participant for at least six (6) months in order to be utilized to pay the
Option price; (iv) in the discretion of the Plan Administrator, by an election
to have the Company withhold shares otherwise issuable to the participant having
a Fair Market Value equal to the Option exercise price of the shares being
purchased pursuant to the exercise of the Option; or (v) in the discretion of
the Plan Administrator, through any combination of the payment procedures set
forth in subsections (i)-(iv)

                  8.5 Nontransferability of Options. No Option shall be
assignable or transferable other than by the laws of descent and distribution.
During the lifetime of the participant, an Option shall be exercisable only by
the participant or, in the event of the participant's incapacity, by the
participant's legal guardian or legal representative.

Section 9. Stock Awards.

         (a)  The Plan Administrator may grant Stock Awards to any officer,
              employee or consultant with any member of the Participating
              Company Group. A Stock Award entitles the recipient to acquire


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              shares of Stock subject to such restrictions and conditions as the
              Plan Administrator may determine at the time of grant ("Stock
              Award"). Conditions may be based on continuing employment (or
              other business relationship) and/or achievement of pre-established
              performance goals and objectives.

         (b)  Upon execution of a written instrument setting forth the Stock
              Award and paying any applicable purchase price, a participant
              shall have the rights of a shareholder with respect to the Stock
              subject to the Stock Award, including, but not limited to the
              right to vote and receive dividends with respect thereto;
              provided, however, that shares of Stock subject to Stock Awards
              that have not vested shall be subject to the restrictions on
              transferability described in Section 9(d) below. Unless the Plan
              Administrator shall otherwise determine, certificates evidencing
              the Stock Awards shall remain in the possession of the Company
              until such Stock is vested as provided in Section 9(c) below.

         (c)  The Plan Administrator at the time of grant shall specify the date
              or dates and/or the attainment of pre-established performance
              goals, objectives and other conditions on which Stock shall become
              vested, subject to such further rights of the Company or its
              assigns as may be specified in the instrument evidencing the Stock
              Award. If the participant or the Company, as the case may be,
              fails to achieve the designated goals or the participant's
              relationship with the Company is terminated prior to the
              expiration of the vesting period, the participant shall forfeit
              all shares of Stock subject to the Stock Award which have not then
              vested.

         (d)  Unvested Stock may not be sold, assigned transferred, pledged or
              otherwise encumbered or disposed of except as specifically
              provided herein or in the written instrument evidencing the Stock
              Award.

Section 10. Tax Withholding.

         (a)  Whenever shares of Stock or Options are to be issued or cash is to
              be paid under the Plan, under circumstances in which the Plan
              Administrator believes that any federal, state or local tax
              withholding may be imposed, the Company or Subsidiary, as the case
              may be, shall have the right to require the participant to remit
              to the Company or Subsidiary, as the case may be, an amount
              sufficient to satisfy the minimum federal, state and local tax
              withholding requirements prior to the delivery of any certificate
              for shares or any proceeds; provided, however, that in the case of
              a participant who receives an Award of Stock under the Plan which
              is not fully vested, the participant shall remit such amount on
              the first business day following the Tax Date. The "Tax Date" for
              purposes of this Section 10 shall be the date on which the amount
              of tax to be withheld is determined. If a participant makes a


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              disposition of Stock acquired upon the exercise of an Incentive
              Stock Option within either two years after the Option was granted
              or one year after its exercise by the participant, the participant
              shall promptly notify the Company and the Company shall have the
              right to require the participant to pay to the Company an amount
              sufficient to satisfy federal, state and local tax withholding
              requirements.

         (b)  A participant who is obligated to pay the Company an amount
              required to be withheld under applicable tax withholding
              requirements may pay such amount (i) in cash; (ii) in the
              discretion of the Plan Administrator, through the delivery to the
              Company of previously-owned shares of Stock having an aggregate
              Fair Market Value on the Tax Date equal to the tax obligation
              provided that the previously owned shares delivered in
              satisfaction of the withholding obligations must have been held by
              the participant for at least six (6) months; (iii) in the
              discretion of the Plan Administrator, through an election to have
              the Company withhold shares of Stock otherwise issuable to the
              participant having a Fair Market Value on the Tax Date equal to
              the amount of tax required to be withheld, or (iv) in the
              discretion of the Plan Administrator, through a combination of the
              procedures set forth in subsections (i), (ii) and (iii) of this
              Section 10(b).

         (c)  An election by a participant to have shares of Stock withheld to
              satisfy federal, state and local tax withholding requirements
              pursuant to Section 10(b) must be in writing and delivered to the
              Company prior to the Tax Date.

Section 11. Adjustment of Number and Price of Shares.

         Any  other provision of the Plan notwithstanding:

         (a)  If, through or as a result of any merger, consolidation, sale of
              all or substantially all of the assets of the Company,
              reorganization, recapitalization, reclassification, stock
              dividend, stock split, reverse stock split or other similar
              transaction, the outstanding shares of Stock are increased or
              decreased or are exchanged for a different number or kind of
              shares or other securities of the Company, or 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 Stock or other securities, the Plan Administrator shall make an
              appropriate or proportionate adjustment in (i) the number of Stock
              Options that can be granted to any one individual participant,
              (ii) the number and kind of shares or other securities subject to
              any then outstanding Awards under the Plan, and (iii) the price
              for each share subject to any then outstanding Stock Options under
              the Plan, without changing the aggregate exercise price (i.e., the
              exercise price multiplied by the number of shares) as to which
              such Stock Options remain exercisable. The adjustment by the Plan
              Administrator shall be final, binding and conclusive.



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         (b)  In the event that, by reason of a corporate merger, consolidation,
              acquisition of property or stock, separation, reorganization or
              liquidation, the Board of Directors shall authorize the issuance
              or assumption of a stock Option or stock Options in a transaction
              to which Section 424(a) of the Code applies, then, notwithstanding
              any other provision of the Plan, the Plan Administrator may grant
              an Option or Options upon such terms and conditions as it may deem
              appropriate for the purpose of assumption of the old Option, or
              substitution of a new Option for the old Option, in conformity
              with the provisions of Code Section 424(a) and the rules and
              regulations thereunder, as they may be amended from time to time.

         (c)  No adjustment or substitution provided for in this Section 11
              shall require the Company to issue or to sell a fractional share
              under any Option Agreement or share award agreement and the total
              adjustment or substitution with respect to each stock Option and
              share award agreement shall be limited accordingly.

         (d)  In the case of (i) the dissolution or liquidation of the Company,
              (ii) a merger, reorganization or consolidation in which the
              Company is acquired by another person or entity (other than a
              holding company formed by the Company), (iii) the sale of all or
              substantially all of the assets of the Company to an unrelated
              person or entity, or (iv) the sale of all of the stock of the
              Company to a unrelated person or entity (in each case, a
              "Fundamental Transaction"), the Plan and all Awards granted
              hereunder shall terminate, unless provision is made in connection
              with the Fundamental Transaction for the assumption of the Awards
              heretofore granted, or the substitution of such Awards with new
              awards of the successor entity, with appropriate adjustment as to
              the number and kind of shares and, if appropriate, the per share
              exercise price as provided in Subsections (a) and (b) of this
              Section 11. In the event of such termination and in the event the
              Board does not provide for the Cash Payment described in
              Subsection (e) of this Section each participant shall be notified
              of such proposed termination and permitted to exercise for a
              period of at least 15 days prior to the date of such termination
              all Options held by such participant which are then exercisable.

         (e)  In the event that the Company shall be merged or consolidated with
              another corporation or entity, other than a corporation or entity
              which is an "affiliate" of the Company under the terms of which
              holders of Stock of the Company will receive upon consummation
              thereof a cash payment for each share of Stock of the Company
              surrendered pursuant to such Business Combination (the "Cash
              Purchase Price"), the Board of Directors may provide that all
              outstanding Options shall terminate upon consummation of such
              transaction and each participant shall receive, in exchange
              therefor, a cash payment equal to the amount (if any) by which (i)
              the Cash Purchase Price multiplied by the number of shares of
              Stock of the Company subject to outstanding Options held by such
              participant exceeds (ii) the aggregate exercise price of such
              Options.

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Section 12. Change in Control.

         (a)  Unless otherwise provided in such participant's Option Agreement
              or in a written employment or other agreement directly addressing
              the same subject matter as addressed below, in the event of a
              Change in Control of the Company, as hereinafter defined, the
              following provisions shall apply to Options and Stock Awards
              previously awarded under the Plan:

              (i)   All Options which provide for exercise in one or more
                    installments shall become immediately vested and exercisable
                    in full prior to the Change in Control;

              (ii)  If any participant shall cease to be employed by the Company
                    or any of its subsidiaries within one (1) year following a
                    Change in Control, then the Option may in all events be
                    exercised for a period of three months after such
                    termination of employment and within the Option Period; and

              (iii) All Stock Awards under the Plan which have not previously
                    vested shall become vested prior to the Change in Control.

         (b)  As used herein, a "Change in Control" shall be deemed to have
              occurred if: (i) any "person" (as such term is used in Section
              13(d) and 14(d) of the Exchange Act) acquires "beneficial
              ownership" (as defined in Rule 13d-3 under the Exchange Act),
              directly or indirectly, of securities of the Company representing
              fifty percent (50%) or more of the voting power of the then
              outstanding securities of the Company except where the acquisition
              is approved by the Board; or (ii) if the Company is to be
              consolidated with or acquired by another entity in a merger or
              other reorganization in which the holders of the outstanding
              voting stock of the Company immediately preceding the consummation
              of such event, shall, immediately following such event, hold, as a
              group, less than a majority of the voting securities of the
              surviving or successor entity or in the event of a sale of all or
              substantially all of the Company's assets or otherwise.

         (c)  Notwithstanding anything in the Plan to the contrary, the
              acceleration of vesting and exercisability provided by Subsection
              (a) of this Section shall not occur in the event that such
              acceleration would make the transaction causing the Change in
              Control to be ineligible for pooling of interests accounting
              treatment and, in the absence of such acceleration, the
              transaction would qualify for such treatment and the Company
              intends to use such treatment with respect to such transaction.

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Section 13. Termination of Service and Forfeiture. Notwithstanding any other
provision of the Plan (other than provisions regarding Change in Control, which
shall apply in all events and subject to the terms of any then existing
employment or severance agreement between the Company and a participant), a
participant shall have no right to exercise any Option or vest in any Stock
Award if during such participant's Service or within the 12 month period
following such participant's termination of Service, the participant engages in
any business or enters into any employment or conduct which the Board in its
sole discretion determines to be either directly or indirectly competitive with
the business of the Company or any member of the Participating Company Group or
substantially injurious to any member of the Participating Company Group's
financial interest (the occurrence of an event described above in this Section
13 shall be referred to herein as "Injurious Conduct"). Furthermore,
notwithstanding any other provision of the Plan to the contrary, in the event
that a participant receives or is entitled to the delivery or vesting of Stock
pursuant to an Award during the 12 month period prior to the participant's
termination of Service with the Participating Company Group or during the 12
months following the participant's termination of Service, then the Board, in
its sole discretion, may require the participant to return or forfeit the Stock
received with respect to such Award (or its economic value as of (i) the date of
the exercise of the Options or (ii) the date of grant or payment with respect to
Stock Awards as the case may be) in the event that the participant engages in
Injurious Conduct.

Section 14. No Right to Future Employment. Nothing contained in the Plan nor in
any Award agreement shall confer upon any participant any right with respect to
the continuance of employment by the Company nor interfere in any way with the
right of the Company to terminate his employment or change his compensation at
any time.

Section 15. Amendment and Discontinuance. The Board of Directors may alter,
amend, suspend or discontinue the Plan, provided that no such action shall
deprive any person without such person's consent of any rights theretofore
granted pursuant hereto

Section 16. Compliance with Section 16. With respect to persons subject to
Section 16 of the Act, transactions under this Plan are intended to comply with
all applicable conditions of Rule 16b-3 (or its successor rule and shall be
construed to the fullest extent possible in a manner consistent with this
intent). To the extent that any Award fails to so comply, it shall be deemed to
be modified to the extent permitted by law and to the extent deemed advisable by
the Plan Administrator in order to comply with Rule 16b-3.

Section 17. Compliance with Governmental Regulations. Notwithstanding any
provision of the Plan or the terms of any agreement entered into pursuant to the
Plan, the Company shall not be required to issue any shares of Stock hereunder
prior to registration of the shares subject to the Plan under the Securities Act
of 1933 or the Act, if such registration shall be necessary, or before
compliance by the Company or any participant with any other provisions of either
of those acts or of regulations or rulings of the Securities and Exchange
Commission thereunder, or before compliance with other federal and state laws
and regulations and rulings thereunder, including the rules any applicable
exchange or of the Nasdaq Stock Market. The Company shall use its best efforts
to effect such registrations and to comply with such laws, regulations and
rulings forthwith upon advice by its counsel that any such registration or
compliance is necessary.

                                      -11-
<PAGE>

Section 18. Participation by Foreign Nationals. The Plan Administrator may, in
order to fulfill the purposes of the Plan and without amending the Plan, modify
grants to foreign nationals or United States citizens employed abroad in order
to recognize differences in local law, tax policy or custom.

Section 19. Effective Date of Plan - Shareholder Approval. The Plan was approved
by the Board and became effective on May 26,2000. Those provisions of the Plan
that for federal tax purposes require approval of the stockholders of the
Company (i.e., the granting of incentive stock options) shall not become
effective until adopted by the stockholders, however, the Company reserves the
right to grant Incentive Stock Options provided stockholder approval is secured
within one (1) year from the date thereof. In the event Incentive Stock Options
are granted and Stockholder approval is not timely secured, such Options shall
remain in full force and effect, however, shall automatically convert to
Non-Qualified Options.

Section 20. Governing Law. The Plan shall be governed by the internal laws of
the State of Delaware without giving effect to its choice of law provisions.
Unless otherwise provided in an Option Agreement or Award Agreement, Awards
shall be governed by the same laws as the Plan.