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                                                                    EXHIBIT 10.1

                      AMERICA ONLINE LATIN AMERICA, INC.

                                2000 STOCK PLAN



1.  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 and its Affiliates in order
to attract such people, to induce them to work for the benefit of the Company or
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 and Non-Qualified Options.


2.  DEFINITIONS.
    -----------

     Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this America Online Latin America, Inc. 2000 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; provided, however, that the
          ultimate authority to make determinations and to take actions in
          connection with the Plan shall be with the Board of Directors.

          Affiliate, with respect to ISOs means a corporation which, for
          purposes of Section 424 of the Code, is a subsidiary of the Company,
          direct or indirect, and with respect to Non-Qualified Options, means
          any corporation, company or other entity whose financial results are
          consolidated with those of the Company in accordance with U.S.
          generally accepted accounting principles, all as determined by the
          Administrator.

          AOL Warrant means the warrant to purchase securities of the Company
          held by America Online, Inc.

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

          Cause shall have the meaning set forth in the Option Agreement with
          respect to the Option.

          Change in Control means any of the following transactions to which the
          Company is a party:
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          (1)  a Corporate Transaction, unless securities representing 50% or
          more (on a fully diluted basis, including, without limitation and in
          accordance with U.S. generally accepted accounting principles, the
          conversion of convertible preferred stock into Common Stock, the
          exercise of the AOL Warrant for Common Stock and the exercise of all
          outstanding Options) of either the outstanding shares of Common Stock
          or the combined voting power of the then outstanding voting securities
          entitled to vote generally in the election of directors of the Company
          or the corporation resulting from such Corporate Transaction (or the
          parent of such corporation) are held subsequent to such transaction by
          the person or persons who were the beneficial holders of such
          outstanding Common Stock and outstanding company voting securities
          immediately prior to such Corporate Transaction; or

          (2) the sale, transfer or other disposition of all or substantially
          all of the assets of the Company.  For the purposes of this
          definition, all or substantially all of the assets of the Company
          means at least 80% of the assets of the Company determined with
          reference to the value thereof on the most recent balance sheet.

          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,
          US$.01 par value per share.

          Company means America Online Latin America, Inc., a Delaware
          corporation.

          Corporate Transaction means a merger or consolidation involving the
          Company.

          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 securities exchange or traded
          in the over-the-counter market and sales prices are regularly reported
          for the Common Stock, the reported closing or last price of the Common
          Stock on the Composite Tape or other comparable reporting system for
          the applicable date, or if the applicable date is not a trading day,
          the trading day immediately preceding the applicable date;

          (2)  If the Common Stock is not traded on a 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

                                      -2-
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          and the asked price for the Common Stock at the close of trading in
          the over-the-counter market on the applicable date, or if the
          applicable date is not a trading day, on the trading day immediately
          preceding the applicable date; and

          (3) If the Common Stock is neither listed on a securities exchange nor
          traded in the over-the-counter market, an amount determined in good
          faith by the Board of Directors (or the Administrator pursuant to
          authority delegated by the Board) taking into consideration (a) the
          Total Equity Value divided by the number of Shares outstanding (on a
          fully diluted basis, including, without limitation and in accordance
          with U.S. generally accepted accounting principles, the conversion of
          convertible preferred stock into Common Stock, the exercise of the AOL
          Warrant for Common Stock and the exercise of all outstanding Options)
          as of the most recent date Total Equity Value was determined, and (b)
          business developments subsequent to such valuation date.

          ISO means an option meant to qualify as an incentive stock option
          under Section 422 of the Code.

          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 America Online Latin America, Inc. 2000 Stock Plan, as
          it may be amended from time to time.

          Registration means the registration of the Common Stock under the
          Securities Exchange Act of 1934 for trading, listing or quotation on a
          securities exchange or other market.

          Shares means shares of 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 Section 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.

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          Stock Grant  means a grant by the Company of Shares 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 -- an ISO, a Non-Qualified Option or a Stock Grant.

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

          Total Equity Value means the aggregate fair value of all of the Common
          Stock as most recently determined pursuant to Section 27 of the Plan
          (on a fully diluted basis, including, without limitation and in
          accordance with U.S. generally accepted accounting principles, the
          conversion of convertible preferred stock into Common Stock, the
          exercise of the AOL Warrant for Common Stock and the exercise of all
          outstanding Options).

3.   SHARES SUBJECT TO THE PLAN.
     --------------------------

     The number of Shares which may be issued from time to time pursuant to this
Plan shall be 13,208,333 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 Section 24 of the Plan.

     If an Option 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.


4.   ADMINISTRATION OF THE PLAN.
     --------------------------

     The Administrator of the Plan will be the Board of Directors, except to the
extent the Board 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, under the control and responsibility of the
Board of Directors, to:

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     a.   Interpret the provisions of the Plan or of any Option, Option
          Agreement, Stock Grant or Stock Grant Agreement 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 of the Company or of an Affiliate 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 2,000,000 Shares be granted to any
          Participant in any fiscal year;

     d.   Determine the Fair Market Value of a Share of Common Stock if the
          Common Stock is neither listed on a securities exchange nor traded in
          the over-the-counter market; and

     e.   Specify the terms and conditions upon which a Stock Right or Stock
          Rights may be granted, including imposing conditions on the exercise
          or vesting of Options, on a jurisdiction by jurisdiction basis, as may
          in the judgment of the Administrator, be necessary or desirable in
          order to recognize differences in local law, tax policy or customs;

provided that the issuance of authorized but unissued shares of Common Stock of
the Company and the formalities relating thereto shall at all times be
effectuated by the Board of Directors, and provided further that all
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 and the determination by the Administrator of Fair Market Value shall be
final and binding on all persons, unless otherwise determined by the Board of
Directors, if the Administrator is the Committee.  The Administrator's
determinations under the Plan need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, Stock Rights
under the Plan (whether or not such persons are similarly situated).  Without
limiting the generality of the foregoing, the Administrator shall be entitled,
among other things, to make non-uniform and selective determinations, and to
enter into non-uniform and selective Option Agreements or Stock Grant
Agreements, as to (a) the persons to receive Stock Rights under the Plan, (b)
the terms and provisions of Stock Rights under the Plan, and (c) whether a
termination of service with the Company and any Affiliate has occurred.

  No member of the Board of Directors or the Administrator shall be liable for
any action or determination made in good faith with respect to the Plan or any
Stock Right.

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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 any of the foregoing provisions, 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 execution 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.


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.  Each Option shall be 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 stockholders 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
     Options:

          a. Option Price:  The option price (per share) of the Shares covered
          by each Option shall be determined by the Administrator but shall not
          be less than the nominal or par value per share.

          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. Options may be exercised in accordance with Section 8 of the Plan
          and the applicable Option Agreement and subject to the restrictions on
          exercise set forth in Sections 12 through 16 of the Plan.

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

          i.      Prior to the Registration of shares of the Common Stock and
                  the termination of any applicable lock-up period agreed to by
                  the Company and in effect following the Registration (the
                  "Lock-up Period"), the Participant and the Participant's
                  Survivors shall not sell or transfer the Shares issued upon
                  exercise of the Option, other than to the Company or an
                  Affiliate; and

          ii.     Prior to the Registration of shares of the Common Stock and
                  the termination of the Lock-up Period, any financial or other
                  information that the Participant or the Participant's
                  Survivors receives from the Company in their capacity as
                  shareholders will be deemed confidential and subject to
                  nondisclosure obligations.

          f.      Limitation on Grant of Options: No Option shall be granted
          after the date provided in Section 31 of the Plan.

          g.      Directors' Options: In addition to any other grants of Options
          which the Administrator may deem appropriate, each director of the
          Company who is not an employee of the Company or any Affiliate, upon
          first being elected or appointed to the Board of Directors, shall be
          granted a Non-Qualified Option to purchase 60,000 Shares; provided,
          however, that the Board of Directors shall be entitled to grant an
          Option for such higher number of shares as may be appropriate (as
          determined by the Board of Directors) for recruitment purposes. Each
          Option granted pursuant to this Section 6.A.g shall (i) have an
          exercise price equal to the Fair Market Value (per share) of the
          Shares on the date of grant of the Option, (ii) have a term of ten
          years, and (iii) subject to the provisions of Section 12 of the Plan
          and except as otherwise determined by the Administrator, shall be
          immediately exercisable in full (subject to the securities and other
          laws of any jurisdiction which apply to such Option). The Board of
          Directors may amend this Section 6.A.g to increase, reduce, eliminate,
          or institute Option grants for Board, Committee, or other individual
          or collective service under this Plan.

     B.  ISOs:  Each Option intended to be an ISO shall so state and shall be
     issued only to a Key Employee and be subject to at least the following
     terms and conditions, with such additional restrictions or changes as the
     Administrator determines are appropriate but not in 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 Section 6.A above,
          except clauses (a) and (g) thereunder.

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          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.   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 100% of the Fair Market Value per share of
                    the Shares on the date of the grant of the Option.

               ii.  More than 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 110% of the Fair Market Value on the date
                    of grant.

          c.      Term of Option:  For Participants who own

               i.   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 10 years from the date of the
                    grant or at such earlier time as the Option Agreement may
                    provide.

               ii.  More than 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 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 $100,000, provided that this subsection (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.

          e.      Limitation on Grant of ISOs: No ISOs shall be granted after
          June 27, 2010, the date which is the earlier of 10 years from the date
          of the adoption of the Plan by the Company and the date of the
          approval of the Plan by the stockholders of the Company.

          f.      To the extent that an Option which is intended to be an ISO
          fails to so qualify, it shall be treated as a Non-Qualified Option.

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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.   EXERCISE OF OPTIONS AND ISSUANCE OF SHARES.
     ------------------------------------------

     An Option (or any part or installment thereof) shall be exercised by giving
written notice, in the form prescribed by the Administrator, to the Company at
its registered office address, together with provision for payment of the full
purchase price in accordance with this Section 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 (or such other currency as may be designated by the Administrator) in
cash or by check (fees prepaid), 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 delivery of the Participant's personal
recourse note bearing interest payable not less than annually at no less than
100% of the applicable U.S. Federal rate as defined in Section 1274(d) of the
Code, or (d) 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 (e) at the discretion of the Administrator,
through such other method of payment 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 purchase price for Shares to
be acquired

                                      -9-
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upon exercise of an Option held by a Participant residing in Brazil
must be paid only pursuant to (a) or (d) above.

     The Company shall then reasonably promptly issue 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 of the Shares may be delayed by the
Company as the Company deems necessary or appropriate in order to comply with
any law or regulation (including, without limitation, applicable securities
laws) which requires the Company to take any action with respect to the Shares
prior to their issuance. The Shares shall, upon issuance, 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 Section 28) if such acceleration would violate the annual vesting
limitation contained in Section 422(d) of the Code as described in Section
6.B.d.

     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, and (ii) if any amendment is materially adverse to the Participant,
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, and (iii) any such amendment of any ISO shall be
made only after the Administrator, after consulting with 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.


9.   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
registered office address, together with provision for payment of the full
purchase price, if any, in accordance with this Section 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 (or such other currency as may be designated
by the Administrator) in cash or by check (fees prepaid), 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, 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, through such other method of payment approved
by the

                                      -10-
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Administrator, or (e) at the discretion of the Administrator, by any
combination of (a), (b), (c) and (d) 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 as the Company deems necessary or appropriate in order to
comply with any law or regulation (including, without limitation, applicable
securities 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.


10.  RIGHTS AS A STOCKHOLDER.
     -----------------------

     No Participant to whom a Stock Right has been granted shall have rights as
a stockholder 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 satisfaction of such other conditions for the
transfer of Shares as may be required pursuant to the Stock Right) and
registration of the Shares in the Company's share register in the name of the
Participant.


11.  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 such similar laws applicable to the deceased Participant, or
(ii) as otherwise determined by the Administrator and set forth in the
applicable Option Agreement or Stock Grant Agreement. The designation of a
beneficiary of a Stock Right by a Participant, with the prior approval of the
Administrator and in such form as the Administrator shall prescribe, shall not
be deemed a transfer prohibited by this Section. Except as provided above, a
Stock Right shall only be exercisable or may only be accepted, during the
Participant's lifetime, only by such Participant (or, in the event of legal
incapacity or incompetency, by his or her guardian or 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, or subject to any hedging transaction. 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 and not enforceable against the Company and shall give the Administrator
the right to cancel immediately all outstanding and unexercised or not yet
accepted Stock Rights held by the Participant.

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<PAGE>

12.  RESTRICTIONS ON EXERCISE.
     ------------------------

     Notwithstanding any other provision of this Plan (including, without
limitation, Sections 6.A.g, 13, 15 and 16), a Participant, or the Participant's
Survivors, shall not be entitled to exercise an Option until the earlier of (i)
the date that the Company completes a Registration or (ii) June 27, 2002 [two
years following the date of adoption of the Plan].  Except as provided in
Sections 13, 15 and 16, exercise of an Option following June 27, 2002 and prior
to completion by the Company of a Registration may be made only during the 30
day period following June 27, 2002 and the 30 day period following any
subsequent anniversary thereof.

     Without limiting the generality of the foregoing, the Company may delay
issuance of the Shares until completion of any action or obtaining of any
consent, which the Company deems necessary or appropriate under any applicable
law, including but not limited to an effective registration under applicable
securities laws.


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

     Except as otherwise provided in the pertinent Option Agreement and subject
to the restrictions set forth in Section 12 hereof, 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 all Options, 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 Sections 14, 15, and 16, respectively), may exercise any
          Option granted to him or her to the extent that the Option is,
          pursuant to Section 12, exercisable on the date of such termination of
          service, but only within such term as the Administrator has designated
          in the pertinent Option Agreement. An Option that is not exercisable
          on the date of termination of service is cancelled on such date and
          may not be exercised.  An Option that is exercisable on the date of
          termination of service, but not exercised within the term as the
          Administrator has designated in the pertinent Option Agreement is
          cancelled and may not be exercised thereafter.

     b.   Except as provided in Subsection (c) below, or Section 15 or 16, in no
          event may an Option Agreement provide that the time for exercise be
          later than the earlier of (i) 60 calendar days after the Participant's
          termination of service or (ii) the date of expiration of the term of
          the Option.

     c.   The provisions of this Section 13, and not the provisions of Section
          15 or 16, shall apply to a Participant who subsequently becomes
          Disabled or dies within 60

                                      -12-
<PAGE>

          calendar days after the termination of service. Such a Participant or
          the Participant's Survivors may exercise the Option within one year
          after the date of the Participant's termination of service, 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 service, but prior to the exercise of an
          Option, the Board of Directors determines in good faith that, prior to
          the Participant's termination, the Participant engaged in conduct
          which would constitute Cause, then such Participant shall immediately
          cease to have any right to exercise any Option and all outstanding and
          unexercised Options will immediately be forfeited.

     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 Section 2 of the Plan), or who is on leave of
          absence which has been approved by the Company or an Affiliate for any
          purpose, shall not, during the period of any such approved 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 acting in
          good faith or the Option Agreement may otherwise expressly provide.

     f.   For purposes of Sections 13 through 21 hereof, a change in a
          Participant's status from an employee or director of the Company or
          any Affiliate to a consultant of the Company or any Affiliate shall be
          deemed to be a termination of service, unless the Administrator
          chooses, in the Administrator's discretion, not to deem this change in
          status as a termination of service.  Except as required by law or as
          set forth in the pertinent Option Agreement, (i) Options granted under
          the Plan shall not be affected by any change of an employee's or
          director's status within or among the Company and any Affiliates, so
          long as the Participant continues to be an employee or director of the
          Company or any Affiliate, and (ii) Options granted to a consultant of
          the Company or any Affiliate shall not be affected by a change in
          status from a consultant to an employee or director of the Company or
          any Affiliate.


14.  EFFECT ON OPTIONS OF TERMINATION OF SERVICE "FOR CAUSE".
     -------------------------------------------------------

     Except as otherwise provided in the pertinent Option Agreement, 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
          is notified his or her service is terminated for "cause" will
          immediately be forfeited.

                                      -13-
<PAGE>

     b.   The determination of the Administrator made in good faith as to the
          existence of "cause" will be conclusive on the Participant, the
          Company and the applicable Affiliate for the purposes of the Plan.

     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.

15.  EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.
     ----------------------------------------------------------

     Except as otherwise provided in the pertinent Option Agreement and subject
to the restrictions set forth in Section 12 hereof, 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
          termination; and

     b.   In the event rights to exercise the Option accrue periodically, to the
          extent of any additional rights to exercise as would have vested had
          the Participant not terminated employment due to Disability prior to
          the end of the next applicable vesting installment period which ends
          following the date of termination.

     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, acting in good faith, 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 or Affiliate and such Participant, in which case such procedure shall be
used for such determination). If requested by the Company, 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.

                                      -14-
<PAGE>

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

     Except as otherwise provided in the pertinent Option Agreement and subject
to the restrictions set forth in Section 12 hereof, 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 any additional rights which would have vested had the
          Participant not died prior to the end of the next applicable vesting
          installment period which ends following the date of death.

     If the Participant's Survivors wish to exercise the Option, they must take
all necessary steps to exercise the Option within one year after the date of
death of such Participant, 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
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.

17.  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 Section 17 and Section 18 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 Section 2 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 Section 17 and Section 18 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.

                                      -15-
<PAGE>

18.  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 Sections 19, 20, and 21, 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.


19.  EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE "FOR CAUSE".
     ------------------------------------------------------------

     Except as otherwise provided in the pertinent Stock Grant Agreement, 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":

     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.   "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.


20.  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 an additional 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 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

                                      -16-
<PAGE>

selected or approved by the Administrator, the cost of which examination shall
be paid for by the Company.


21.  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 an additional 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.


22.  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 acceptance
          of 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>

     The Company may delay issuance of the Shares until completion of any action
or obtaining of any consent which the Company deems necessary under any
applicable law (including, without limitation, state securities or "blue sky"
laws).


23.  DISSOLUTION OR LIQUIDATION OF THE COMPANY.
     -----------------------------------------

     Upon the dissolution or liquidation of the Company, all Options granted
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, (i) 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; and (ii) if a Change in
Control shall have occurred within the twelve (12) months immediately prior to
the date of such dissolution or liquidation, such Participant or such
Participant's Survivors will have the right immediately prior to such
dissolution or liquidation to exercise any Option then outstanding whether or
not such Option is exercisable as of such date.

24.  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 which has not
previously been exercised or accepted in full shall be adjusted as hereinafter
provided, unless otherwise specifically provided in the pertinent Option
Agreement or Stock Grant 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
subdivision, combination or stock dividend as determined in the discretion of
the Administrator. The maximum number of Shares subject to options which may be
granted pursuant to Section 4(c) and Section 6.A.g of the Plan shall also be
proportionately adjusted upon the occurrence of such events.

     B.  Change in Control.  In the event of a Change in Control, each Option
outstanding as of the date such Change in Control is determined to have occurred
shall be either: (a)  assumed by the successor corporation (or its parent) or
replaced with a comparable option to purchase shares of the capital stock of the
successor corporation (or its parent) on an equitable basis, (b) terminated upon
written notice to the Participants stating that all Options (for purposes of
this Subsection, all Options vested on such date shall be deemed to be
exercisable or, at the discretion of the Board of Directors, all Options then
outstanding shall be deemed to be

                                      -18-
<PAGE>

exercisable) must be exercised within a specified number of days (which shall
not be less than 15 calendar days) from the date such notice is given, at the
end of which period the Options shall terminate, or (c) terminated in exchange
for a cash payment equal to the excess of the Fair Market Value of the shares
subject to such Options (for purposes of this Subsection, all Options vested on
such date shall be deemed to be exercisable or, at the discretion of the Board
of Directors, all Options then outstanding shall be deemed to be exercisable)
over the exercise price thereof; provided, however, that if any of the
treatments of Options pursuant to this Plan set forth in clauses (a), (b) or (c)
above would make a Change in Control transaction ineligible for pooling-of-
interest accounting under APB No. 16 such that but for the nature of such
treatment such transaction would otherwise be eligible for such accounting
treatment, the Administrator (or the Board if no Committee has been appointed)
shall have the ability to substitute for any cash or other consideration payable
under such treatment shares of Common Stock with a Fair Market Value or other
consideration with value equal to the cash or other consideration that would
otherwise be payable pursuant to such treatment. The determination of which of
the treatments set forth in clauses (a), (b) and (c) above to provide and of
comparability under clause (a) above shall be made by the Administrator and its
determinations shall be final, binding and conclusive.

     With respect to outstanding Stock Grants, in the event of a Change in
Control, the Administrator 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 Change
in Control 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 Change in Control the Administrator may waive any or
all Company repurchase rights with respect to outstanding Stock Grants.

     C.  Corporate Transaction.  In the event of a Corporate Transaction or
reorganization or recapitalization or similar event, that does not constitute a
Change in Control, pursuant to which securities of the Company or of another
corporation or entity 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 paid, if any, upon such exercise or
acceptance the securities which would have been received if such Stock Right had
been exercised or accepted prior to such event.

     D. Modification of ISOs. Notwithstanding the foregoing, any adjustments
made pursuant to Subsection 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

                                      -19-
<PAGE>

writing 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.


25.  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.


26.  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.


27.  ANNUAL VALUATION.
     ----------------

     For purposes of Subsection (3) of the definition of Fair Market Value, in
the event that the Company shall have not completed a Registration prior to June
27, 2002, the Administrator may cause a valuation firm to determine the Total
Equity Value of the Company. The valuation firm shall be an investment bank
selected by the Administrator, subject to any approval rights specifically
granted to the Company's stockholders.


28.  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.

                                      -20-
<PAGE>

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.


29.  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.


30.  WITHHOLDING.
     -----------

     In the event that any national, federal, state, or local income taxes,
employment taxes, insurance contribution withholdings or other amounts are
required by applicable law or governmental regulation to be withheld from the
Participant's salary, wages or other remuneration in connection with the
exercise or acceptance of a Stock Right or in connection with a Disqualifying
Disposition (as defined in Section 29) 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
statutory minimum 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 Section 2 of
the Plan, 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 or acceptance of a Stock Right for
less than the then Fair Market Value on the Participant's payment of such
additional withholding.


31.  TERMINATION OF THE PLAN.
     -----------------------

     Unless sooner terminated by the Board of Directors, the Plan will terminate
on June 27, 2010, and no Stock Rights shall thereafter be granted under
the Plan.  All Stock Rights granted under the Plan prior to that date shall
remain in effect until such Stock Rights shall have been exercised or accepted
or terminated in accordance with the terms and provisions of the Plan and the
applicable Option Agreements or Stock Grant Agreements.  The Board of Directors
may terminate the Plan at any time; provided, however, that any such termination
will not materially impair any rights under any Stock Right theretofore made
under the Plan without the consent of the Participant.

                                      -21-
<PAGE>

32.  AMENDMENT OF THE PLAN AND AGREEMENTS.
     ------------------------------------

     The Plan may be amended by the stockholders of the Company. The Plan may
also be amended by the Board of Directors, including, without limitation, (i) 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 tax
treatment (including deferral of taxation upon exercise) as may be afforded
under applicable tax laws, (ii) for as long as the Company has a class of stock
registered for trading, 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 securities exchange or
quotation on any automated quotation system of securities dealers, and (iii) to
the extent necessary to comply with the laws of foreign countries in which the
Company and its Affiliates have Participants. Any amendment approved by the
Board of Directors which the Board of Directors determines is of a scope that
requires stockholder approval shall be subject to obtaining such stockholder
approval. Any modification or amendment of the Plan shall not, without the
consent of a Participant, materially adversely affect his or her rights under a
Stock Right previously granted to him or her except as required by applicable
law. With the consent of the Participant affected, the Administrator may amend
outstanding Option Agreements or Stock Grant Agreements in a manner which may be
materially adverse to the Participant but which is consistent with the Plan. In
the discretion of the Administrator, outstanding Option Agreements and Stock
Grant Agreements may be amended by the Administrator in a manner which the
Administrator determines is not materially adverse to the Participant but which
is consistent with the Plan.

     The Board of Directors may also amend the Plan and all outstanding Stock
Rights granted under the Plan, without stockholder or Participant consent, to
change the shares that will be issued upon exercise or acceptance of Stock
Rights to another class of stock, either ordinary or preferred, of either the
Company, an Affiliate, or a corporation, company or other entity that controls
the Company (whether through the ownership of voting securities, by contract or
otherwise).


33.  SEVERABILITY.
     ------------

     The invalidation or non-enforceability of one or more provisions of the
Plan shall not affect the validity or enforceability of any other provision of
the Plan, which shall remain in full force and effect.

34.  EMPLOYMENT OR OTHER RELATIONSHIP.
     --------------------------------

     Nothing in this Plan or any Option Agreement or Stock Grant Agreement shall
be deemed to prevent the Company or the corresponding Affiliate from terminating
the employment, director status or consultancy of a Participant, nor to prevent
a Participant from terminating his or her own employment, consultancy or
director status or to give any Participant

                                      -22-
<PAGE>

a right to be retained in employment or other service by the Company or any
Affiliate for any period of time.

     All Stock Rights shall constitute a special incentive payment to the
Participant and shall not be taken into account in computing the amount of
salary or compensation of the Participant for the purpose of determining any
benefits under any pension, retirement, profit-sharing, bonus, life insurance or
other benefit plan of the Company or under any agreement between the Company and
the Participant, unless such plan or agreement specifically provides otherwise.


35.  GOVERNING LAW.
     -------------

     This Plan, the Option Agreements and Stock Grant Agreements and the Stock
Rights, are governed by, and shall be construed and enforced in accordance with,
the law of the State of Delaware.

                                      -23-