EXHIBIT 4.6

                               MAPQUEST.COM, INC.
                                 1999 STOCK PLAN

1.       Establishment, Purpose and Types of Awards

         MapQuest.com, Inc. hereby establishes the MAPQUEST.COM, INC. 1999 STOCK
PLAN (the "Plan").  The purpose of the Plan is to promote the  long-term  growth
and profitability of MapQuest.com, Inc. (the "Corporation") by (i) providing key
people with  incentives  to improve  stockholder  value and to contribute to the
growth  and  financial  success  of  the  Corporation,  and  (ii)  enabling  the
Corporation  to  attract,  retain  and  reward the best  available  persons  for
positions of substantial responsibility.

         The Plan permits the granting of stock options (including  nonqualified
stock options and incentive  stock options  qualifying  under Section 422 of the
Code), stock appreciation  rights (including  free-standing,  tandem and limited
stock appreciation  rights),  restricted or unrestricted  share awards,  phantom
stock,  performance  awards, or any combination of the foregoing  (collectively,
"Awards").

         The Plan is a compensatory  benefit plan within the meaning of Rule 701
under the Securities Act of 1933 (the  "Securities  Act").  Except to the extent
any  other  exemption  from  the  Securities  Act is  expressly  relied  upon in
connection  with  any  agreement  entered  into  pursuant  to  the  Plan  or the
securities  issuable  hereunder are  registered  under the  Securities  Act, the
issuance  of Common  Stock  pursuant  to the Plan is intended to qualify for the
exemption  from  registration  under the Securities Act provided by Rule 701. To
the extent that an exemption from registration under the Securities Act provided
by Rule 701 is  unavailable,  all  unregistered  offers  and sales of Awards and
shares of Common  Stock  issuable  upon  exercise of an Award are intended to be
exempt from  registration  under the Securities Act in reliance upon the private
offering  exemption  contained in Section 4(2) of the  Securities  Act, or other
available exemption, and the Plan shall be so administered.

2.       Definitions

         Under this Plan,  except  where the context  otherwise  indicates,  the
following definitions apply:

         (a) "Award"  shall mean any stock  option,  stock  appreciation  right,
stock award, phantom stock award, or performance award.

         (b)      "Board" shall mean the Board of Directors of the Corporation.

         (c)  "Change in  Control"  shall mean (i) any sale,  exchange  or other
disposition  of  substantially  all of the  Corporation's  assets;  or (ii)  any
merger,  share  exchange,  consolidation  or other  reorganization  or  business
combination  in  which  the  Corporation  is not  the  surviving  or  continuing
corporation,  or in which the  Corporation's  stockholders  become  entitled  to
receive cash,  securities of the Corporation  other than voting common stock, or
securities of another issuer.

         (d) "Code"  shall mean the Internal  Revenue Code of 1986,  as amended,
and any regulations issued thereunder.

         (e)  "Committee"  shall mean the  compensation  committee of the Board;
provided,  however,  that in the  event  all the  members  of such  compensation
committee do not constitute both "Non-Employee  Directors" within the meaning of
Rule 16b-3 and "outside  directors"  within the meaning of Section 162(m) of the
Code, than the term  "Committee"  shall mean such other committee of two or more
Board  members  appointed by the Board to  administer  the Plan whose members do
constitute both  "Non-Employee  Directors" within the meaning of Rule 16b-3 and,
to the extent that Section  162(m) of the Code is applicable  to Awards  granted
under the Plan,  "outside directors" within the meaning of Section 162(m) of the
Code.

         (f) "Common Stock" shall mean shares of the Corporation's common stock,
par value of $0.001 per share.

         (g) "Exchange Act" shall mean the  Securities  Exchange Act of 1934, as
amended.

         (h) "Fair Market  Value" of a share of the  Corporation's  Common Stock
for any purpose on a particular date shall be determined in a manner such as the
Committee shall in good faith determine to be  appropriate;  provided,  however,
that if the Common Stock is publicly  traded,  then Fair Market Value shall mean
the last reported sale price per share of Common Stock, regular way, or, in case
no such sale takes  place on such day,  the average of the closing bid and asked
prices,  regular way, in either case as reported in the  principal  consolidated
transaction  reporting  system with respect to securities  listed or admitted to
trading on a national  securities  exchange or  included  for  quotation  on the
Nasdaq-National  Market,  or if the Common Stock is not so listed or admitted to
trading or included for quotation, the last quoted price, or if the Common Stock
is not so quoted, the average of the high bid and low asked prices, regular way,
in the  over-the-counter  market,  as reported by the  National  Association  of
Securities  Dealers,  Inc.  Automated  Quotation System or, if such system is no
longer in use, the principal other automated  quotations system that may then be
in use or,  if the  Common  Stock is not  quoted by any such  organization,  the
average of the closing bid and asked  prices,  regular  way, as  furnished  by a
professional  market  maker  making a market in the Common  Stock as selected in
good  faith by the  Committee  or by such  other  source or  sources as shall be
selected in good faith by the Committee;  and provided further, that in the case
of incentive stock options, the determination of Fair Market Value shall be made
by the  Committee in good faith in  conformance  with the  Treasury  Regulations
under Section 422 of the Code.  If, as the case may be, the relevant date is not
a trading day, the determination  shall be made as of the next preceding trading
day. As used  herein,  the term  "trading  day" shall mean a day on which public
trading of  securities  occurs and is  reported  in the  principal  consolidated
reporting  system  referred  to above,  or if the Common  Stock is not listed or
admitted to trading on a national  securities exchange or included for quotation
on the Nasdaq-National  Market, any day other than a Saturday, a Sunday or a day
in which banking institutions in the State of New York are closed.

         (i)  "Grant  Agreement"  shall  mean a written  agreement  between  the
Corporation  and a grantee  memorializing  the terms and  conditions of an Award
granted pursuant to the Plan.

         (j) "Grant  Date" shall mean the date on which the  Committee  formally
acts to grant an Award to a grantee or such other date as the Committee shall so
designate at the time of taking such formal action.

         (k)  "Parent"  shall  mean a  corporation,  whether  now  or  hereafter
existing,  within the meaning of the definition of "parent corporation" provided
in Section 424(e) of the Code, or any successor thereto of similar import.

         (l) "Rule  16b-3" shall mean Rule 16b-3 as in effect under the Exchange
Act on the effective  date of the Plan, or any successor  provision  prescribing
conditions  necessary to exempt the issuance of  securities  under the Plan (and
further transactions in such securities) from Section 16(b) of the Exchange Act.

         (m)  "Subsidiary" and  "subsidiaries"  shall mean only a corporation or
corporations,  whether  now or  hereafter  existing,  within the  meaning of the
definition of "subsidiary  corporation"  provided in Section 424(f) of the Code,
or any successor thereto of similar import.

3.       Administration

         (a) Procedure.  The Plan shall be administered by a Committee appointed
by the  Board  consisting  of not less  than  two (2)  members  of the  Board to
administer the Plan on behalf of the Board, subject to such terms and conditions
as the Board may  prescribe.  Once  appointed,  the Committee  shall continue to
serve until  otherwise  directed by the Board.  From time to time, the Board may
increase  the size of the  Committee  and appoint  additional  members  thereof,
remove members (with or without  cause) and appoint new members in  substitution
therefor,  fill  vacancies,  however  caused,  and  remove  all  members  of the
Committee and,  thereafter,  directly administer the Plan. In the event that the
Board  is the  administrator  of the  Plan  in  lieu of a  Committee,  the  term
"Committee" as used herein shall be deemed to mean the Board.

         Members of the  Committee  who are either  eligible  for Awards or have
been granted Awards may vote on any matters affecting the  administration of the
Plan or the grant of Awards  pursuant  to the Plan,  except  that no such member
shall act upon the  granting  of an Award to  himself or  herself,  but any such
member may be counted in determining the existence of a quorum at any meeting of
the  Committee  during  which action is taken with respect to the granting of an
Award to him or her.

         The Committee  shall meet at such times and places and upon such notice
as it may determine.  A majority of the Committee shall constitute a quorum. Any
acts by the  Committee  may be taken at any meeting at which a quorum is present
and shall be by majority vote of those members  entitled to vote.  Additionally,
any acts  reduced to writing or approved in writing by all of the members of the
Committee shall be valid acts of the Committee.

         (b) Procedure After Registration of Common Stock.  Notwithstanding  the
provisions of subsection (a) above,  unless the Board itself is deemed to be the
Committee,  in the event that the Common Stock or any other capital stock of the
Corporation becomes registered under Section 12 of the Exchange Act, the members
of the Committee shall be both  "Non-Employee  Directors"  within the meaning of
Rule 16b-3, and "outside  directors" within the meaning of Section 162(m) of the
Code.  Upon and  after  the  point in time  that the  Common  Stock or any other
capital  stock of the  Corporation  becomes  registered  under Section 12 of the
Exchange Act, the Board shall take all action  necessary to cause the Plan to be
administered  in  accordance  with the then  effective  provisions of Rule 16b3,
provided  that any  amendment  to the Plan  required  for  compliance  with such
provisions shall be made in accordance with Section 13 of the Plan.

         (c) Powers of the  Committee.  The Committee  shall have all the powers
vested in it by the terms of the Plan, such powers to include authority,  in its
sole and absolute  discretion,  to grant Awards under the Plan,  prescribe Grant
Agreements  evidencing such Awards and establish  programs for granting  Awards.
The  Committee  shall have full power and  authority  to take all other  actions
necessary  to carry out the purpose and intent of the Plan,  including,  but not
limited to, the authority to:

               (i) determine the eligible persons to whom, and the time or times
at which Awards shall be granted,

               (ii) determine the types of Awards to be granted,

               (iii) determine the number of shares to be covered by or used for
reference purposes for each Award,

               (iv) impose such terms, limitations,  restrictions and conditions
upon any such Award as the Committee shall deem appropriate,

               (v)  modify,  extend  or renew  outstanding  Awards,  accept  the
surrender of outstanding Awards and substitute new Awards, provided that no such
action  shall be  taken  with  respect  to any  outstanding  Award  which  would
adversely affect the grantee without the grantee's consent,

               (vi)  accelerate  or otherwise  change the time in which an Award
may be exercised or becomes  payable and to waive or  accelerate  the lapse,  in
whole or in part, of any  restriction  or condition  with respect to such Award,
including,  but not limited to, any restriction or condition with respect to the
vesting or  exercisability  of an Award  following  termination of any grantee's
employment, and

               (vii) to establish objectives and conditions, if any, for earning
Awards  and  determining  whether  Awards  will  be  paid  after  the  end  of a
performance period.

The Committee  shall have full power and  authority to administer  and interpret
the  Plan and to adopt  such  rules,  regulations,  agreements,  guidelines  and
instruments  for the  administration  of the  Plan  and for the  conduct  of its
business as the Committee  deems  necessary or advisable and to interpret  same,
all within the Committee's sole and absolute discretion.

        (d) Limited Liability. To the maximum extent permitted by law, no member
of the Board or Committee  shall be liable for any action taken or decision made
in good faith relating to the Plan or any Award thereunder.

        (e) Indemnification. To the maximum extent permitted by law, the members
of the Board and Committee shall be indemnified by the Corporation in respect of
all their activities under the Plan.

        (f) Effect of Committee's Decision.  All actions taken and decisions and
determinations  made  by the  Committee  on all  matters  relating  to the  Plan
pursuant to the powers vested in it hereunder shall be in the  Committee's  sole
and  absolute  discretion  and shall be  conclusive  and  binding on all parties
concerned,  including the Corporation, its stockholders, any participants in the
Plan and any other employee of the Corporation,  and their respective successors
in interest.

4.       Shares Available for the Plan; Maximum Awards

         Subject to  adjustments  as  provided  in  Section 12 of the Plan,  the
shares of Common Stock that may be delivered or purchased or used for  reference
purposes  (with  respect to stock  appreciation  rights,  phantom stock units or
performance  awards  payable in cash) with respect to Awards  granted  under the
Plan,  including  with respect to incentive  stock  options  intended to qualify
under  Section 422 of the Code,  shall not exceed an aggregate of Three  Million
Six  Hundred  Forty-Five  Thousand  (3,645,000)  shares of  Common  Stock of the
Corporation.  The  Corporation  shall  reserve  said number of shares for Awards
under the Plan, subject to adjustments as provided in Section 12 of the Plan. If
any  Award,  or  portion  of an Award,  under  the Plan  expires  or  terminates
unexercised,  becomes  unexercisable  or is forfeited  or otherwise  terminated,
surrendered  or  canceled  as to any shares  without  the  delivery of shares of
Common  Stock or other  consideration,  the shares  subject to such Award  shall
thereafter  be  available  for further  Awards under the Plan unless such shares
would not be deemed  available for future  grants  pursuant to Rule 16b-3 of the
General Rules and  Regulations  under the Exchange Act, or any successor rule or
regulation ("Rule 16b-3").

         The maximum  number of shares of Common Stock  subject to Awards of any
combination  that  may be  granted  during  any  one  calendar  year  to any one
individual  shall be limited to Nine Hundred  Eleven  Thousand Two Hundred Fifty
(911,250).  To the extent  required by Section 162(m) of the Code and so long as
Section  162(m) of the Code is applicable to persons  eligible to participate in
the Plan,  shares of Common Stock subject to the foregoing limit with respect to
which the related Award is  terminated,  surrendered or canceled shall not again
be available for grant under this limit.

5.       Participation

         Participation  in the Plan  shall be open to all  employees,  officers,
directors and consultants of the Corporation,  or of any Parent or Subsidiary of
the  Corporation,  as may be  selected  by the  Committee  from  time  to  time.
Notwithstanding the foregoing,  participation in the Plan with respect to Awards
of incentive  stock options shall be limited to employees of the  Corporation or
of any Parent or Subsidiary of the Corporation.

         Awards may be granted to such eligible  persons and for or with respect
to such  number  of shares of Common  Stock as the  Committee  shall  determine,
subject to the  limitations  in  Section_4  of the Plan.  A grant of any type of
Award made in any one year to an eligible  person shall  neither  guarantee  nor
preclude a further  grant of that or any other  type of Award to such  person in
that year or subsequent years.

6.       Stock Options

         Subject to the other  applicable  provisions of the Plan, the Committee
may from time to time  grant to  eligible  participants  Awards of  nonqualified
stock options or incentive  stock options as that term is defined in Section 422
of the Code.  The stock option Awards  granted shall be subject to the following
terms and conditions.

         (a) Grant of Option.  The grant of a stock option shall be evidenced by
a Grant  Agreement,  executed by the  Corporation  and the grantee,  stating the
number of shares of Common Stock subject to the stock option  evidenced  thereby
and the terms and conditions of such stock option, in such form as the Committee
may from time to time determine.

         (b) Price.  The price per share payable upon the exercise of each stock
option  ("exercise  price")  shall be  determined  by the  Committee;  provided,
however,  that in the case of incentive stock options,  the exercise price shall
not be less than  100% of the Fair  Market  Value of the  shares on the date the
stock option is granted.

         (c)  Payment.  Stock  options may be  exercised  in whole or in part by
payment of the exercise  price of the shares to be acquired in  accordance  with
the provisions of the Grant Agreement,  and/or such rules and regulations as the
Committee may have prescribed, and/or such determinations,  orders, or decisions
as the Committee may have made. Payment may be made in cash (or cash equivalents
acceptable  to the  Committee)  or,  if  allowed  by the  Committee  in its sole
discretion,  in shares of Common  Stock or a  combination  of cash and shares of
Common Stock,  or by such other means as the Committee may  prescribe.  The Fair
Market  Value of shares of Common Stock  delivered on exercise of stock  options
shall be determined as of the date of exercise. Shares of Common Stock delivered
in payment of the exercise price may be previously  owned shares or, if approved
by the  Committee,  shares  acquired  upon  exercise  of the stock  option.  Any
fractional  share will be paid in cash.  The  Corporation  may make or guarantee
loans to grantees to assist grantees in exercising  stock options and satisfying
any related withholding tax obligations.

         If the Common Stock is  registered  under Section 12(b) or 12(g) of the
Exchange Act, the  Committee,  subject to such  limitations as it may determine,
may authorize payment of the exercise price, in whole or in part, by delivery of
a properly executed exercise notice, together with irrevocable instructions, to:
(i) a brokerage firm  designated by the  Corporation to deliver  promptly to the
Corporation  the  aggregate  amount of sale or loan proceeds to pay the exercise
price and any withholding tax obligations  that may arise in connection with the
exercise,  and  (ii)  the  Corporation  to  deliver  the  certificates  for such
purchased shares directly to such brokerage firm.

         (d) Terms of Options.  The term during  which each stock  option may be
exercised shall be determined by the Committee. In no event shall a stock option
be  exercisable  more than ten years from the date it is  granted.  Prior to the
exercise of the stock option and delivery of the shares certificates represented
thereby, the grantee shall have none of the rights of a stockholder with respect
to any shares represented by an outstanding stock option.

         (e) Reload  Options.  The terms of a stock  option may  provide for the
automatic grant of a new stock option Award when the exercise price of the stock
option and/or any related tax withholding obligation is paid by tendering shares
of Common Stock,  provided that such  automatic  replenishment  feature shall be
limited to any extent required by rules,  regulations,  or interpretations under
the Exchange Act with respect to any particular grant of an Award in the case of
a grantee who is or becomes subject to Section 16 of the Exchange Act. Any stock
option Award which would  automatically be granted pursuant to this Section 6(e)
without any further  Committee  action may be exercisable  for not more than the
number of shares tendered to exercise the initial stock option and/or to pay any
tax  withholding  obligation  related to such  exercise,  shall have an exercise
price set at the then Fair Market  Value of such  shares,  and shall have a term
that does not extend beyond the term of the initial stock option.  The Committee
may include  such a reload  feature in a stock  option  Award at the time of the
initial  grant of the Award or may add such a reload  feature to an  outstanding
stock option Award as the Committee deems desirable;  provided,  however, that a
reload  feature  shall not be added to any  outstanding  incentive  stock option
Award without the consent of the grantee.

         (f)  Restrictions  on Incentive  Stock Options.  Incentive stock option
Awards granted under the Plan shall comply in all respects with Code Section 422
and, as such, shall meet the following additional requirements:

               (i) Grant Date. An incentive  stock option must be granted within
10 years of the  earlier of the Plan's  adoption  by the Board of  Directors  or
approval by the Corporation's shareholders.

               (ii) Exercise  Price and Term. The exercise price of an incentive
stock  option shall not be less than 100% of the Fair Market Value of the shares
on the date the  stock  option is  granted  and the term of an  incentive  stock
option  may not be  greater  than 10  years.  Also,  the  exercise  price of any
incentive  stock  option  granted to a grantee  who owns  (within the meaning of
Section 422(b)(6) of the Code, after the application of the attribution rules in
Section 424(d) of the Code) more than 10% of the total combined  voting power of
all  classes  of  shares  of  the   Corporation  or  its  Parent  or  Subsidiary
corporations  (within the meaning of Sections  422 and 424 of the Code) shall be
not less than 110% of the Fair  Market  Value of the  Common  Stock on the grant
date and the term of such stock option shall not exceed five years.

               (iii) Maximum Grant. The aggregate Fair Market Value  (determined
as of the  Grant  Date) of  shares of Common  Stock  with  respect  to which all
incentive stock options first become  exercisable by any grantee in any calendar
year  under  this or any  other  plan of the  Corporation  and  its  Parent  and
Subsidiary  corporations  may not exceed $100,000 or such other amount as may be
permitted  from time to time under  Section 422 of the Code.  To the extent that
such  aggregate  Fair Market Value shall exceed  $100,000,  or other  applicable
amount,  such stock options shall be treated as nonqualified  stock options.  In
such case, the  Corporation may designate the shares of Common Stock that are to
be treated as stock  acquired  pursuant to the  exercise of an  incentive  stock
option by issuing a separate  certificate  for such shares and  identifying  the
certificate as incentive  stock option shares in the stock  transfer  records of
the Corporation.

               (iv)  Grantee.  Incentive  stock  options shall only be issued to
employees of the Corporation, or of a Parent or Subsidiary of the Corporation.

               (v)  Designation.  No stock option  shall be an  incentive  stock
option  unless so  designated  by the  Committee  at the time of grant or in the
Grant Agreement evidencing such stock option.

        (g) Other Terms and  Conditions.  Stock  options may contain  such other
provisions,  not inconsistent  with the provisions of the Plan, as the Committee
shall determine appropriate from time to time.

7.       Stock Appreciation Rights

         (a) Award of Stock Appreciation Rights. Subject to the other applicable
provisions  of the  Plan,  the  Committee  may at any time and from time to time
grant stock appreciation rights ("SARs") to eligible  participants,  either on a
free-standing  basis  (without  regard to or in addition to the grant of a stock
option)  or on a tandem  basis  (related  to the  grant of an  underlying  stock
option), as it determines. SARs granted in tandem with or in addition to a stock
option may be granted  either at the same time as the stock option or at a later
time; provided,  however, that a tandem SAR shall not be granted with respect to
any outstanding incentive stock option Award without the consent of the grantee.
SARs shall be evidenced by Grant Agreements, executed by the Corporation and the
grantee,  stating  the  number  of shares of  Common  Stock  subject  to the SAR
evidenced  thereby and the terms and conditions of such SAR, in such form as the
Committee may from time to time determine. The term during which each SAR may be
exercised  shall be  determined  by the  Committee.  In no event  shall a SAR be
exercisable  more than ten years from the date it is granted.  The grantee shall
have none of the rights of a  stockholder  with  respect to any shares of Common
Stock represented by an SAR.

         (b)  Restrictions  of Tandem  SARs.  No  incentive  stock option may be
surrendered  in  connection  with the  exercise  of a tandem SAR unless the Fair
Market  Value of the Common  Stock  subject  to the  incentive  stock  option is
greater than the exercise price f or such incentive  stock option.  SARs granted
in tandem with stock  options shall be  exercisable  only to the same extent and
subject  to the  same  conditions  as the  stock  options  related  thereto  are
exercisable.  The  Committee  may,  in  its  discretion,   prescribe  additional
conditions to the exercise of any such tandem SAR.

         (c) Amount of Payment Upon  Exercise of SARs.  An SAR shall entitle the
grantee  to  receive,  subject  to the  provisions  of the  Plan  and the  Grant
Agreement,  a payment having an aggregate  value equal to the product of (i) the
excess of (A) the Fair Market Value on the exercise  date of one share of Common
Stock over (B) the base price per share specified in the Grant Agreement  (which
shall be  determined  by the  Committee but which shall not be less than 100% of
the Fair Market  Value of one share of Common  Stock on the date of grant of the
SAR),  times (ii) the number of shares specified by the SAR, or portion thereof,
which is exercised.  In the case of exercise of a tandem SAR, such payment shall
be made in exchange for the  surrender of the  unexercised  related stock option
(or any  portion  or  portions  thereof  which  the  grantee  from  time to time
determines to surrender for this purpose).

         (d) Form of Payment Upon Exercise of SARs.  Payment by the  Corporation
of the amount receivable upon any exercise of an SAR may be made by the delivery
of  Common  Stock or cash,  or any  combination  of Common  Stock  and cash,  as
determined in the sole  discretion  of the Committee  from time to time. If upon
settlement  of the  exercise of an SAR a grantee is to receive a portion of such
payment in shares of Common  Stock,  the number of shares shall be determined by
dividing such portion by the Fair Market Value of a share of Common Stock on the
exercise  date.  No  fractional  shares  shall be used for such  payment and the
Committee shall determine whether cash shall be given in lieu of such fractional
shares or whether such fractional shares shall be eliminated.

8.      Stock Awards (Including  Restricted and Unrestricted  Shares and Phantom
        Stock)

         (a)  Stock  Awards,  In  General.   Subject  to  the  other  applicable
provisions  of the  Plan,  the  Committee  may at any time and from time to time
grant  stock  Awards  to  eligible  participants  in such  amounts  and for such
consideration,  including no consideration or such minimum  consideration as may
be required by law, as it determines. A stock Award may be denominated in shares
of Common Stock or stock-equivalent  units ("phantom stock"), and may be paid in
Common  Stock,  in cash,  or in a  combination  of Common  Stock  and  cash,  as
determined in the sole discretion of the Committee from time to time.

         (b)  Restricted  Shares.  Each stock Award shall specify the applicable
restrictions,  if any,  on such  shares of Common  Stock,  the  duration of such
restrictions,  and the time or times at which such restrictions shall lapse with
respect to all or a specified  number of shares of Common Stock that are part of
the Award.  Notwithstanding  the foregoing,  the Committee may reduce or shorten
the duration of any restriction applicable to any shares of Common Stock awarded
to any grantee  under the Plan.  Share  certificates  with respect to restricted
shares of Common  Stock  granted  pursuant to a stock Award may be issued at the
time of grant of the stock Award,  subject to forfeiture if the  restrictions do
not lapse, or upon lapse of the restrictions.  If share  certificates are issued
at the  time of  grant  of the  stock  Award,  the  certificates  shall  bear an
appropriate  legend with respect to the  restrictions  applicable  to such stock
Award or, alternatively, the grantee may be required to deposit the certificates
with the Corporation during the period of any restriction thereon and to execute
a blank  stock  power  or other  instrument  of  transfer  therefor.  Except  as
otherwise provided by the Committee, during such period of restriction following
issuance of share  certificates,  the grantee  shall have all of the rights of a
holder of Common  Stock,  including  but not  limited  to the  rights to receive
dividends (or amounts  equivalent to dividends)  and to vote with respect to the
restricted  shares. If share  certificates are issued upon lapse of restrictions
on a stock Award, the Committee may provide that the grantee will be entitled to
receive any amounts per share pursuant to any dividend or  distribution  paid by
the Corporation on its Common Stock to stockholders of record after grant of the
stock Award and prior to the issuance of the share certificates.

         (c) Phantom Stock.  The grant of phantom stock units shall be evidenced
by a  Grant  Agreement,  executed  by the  Corporation  and  the  grantee,  that
incorporates  the terms of the Plan and states the number of phantom stock units
evidenced  thereby and the terms and  conditions  of such phantom stock units in
such form as the Committee may from time to time determine.  Phantom stock units
granted to a  participant  shall be credited to a  bookkeeping  reserve  account
solely for accounting purposes and shall not require a segregation of any of the
Corporation's  assets.  Phantom stock units may be exercised in whole or in part
by delivery of an  appropriate  exercise  notice to the  Committee in accordance
with the provisions of the Grant Agreement, and/or such rules and regulations as
the Committee may prescribe, and/or such determinations, orders, or decisions as
the Committee may make.  Except as otherwise  provided in the  applicable  Grant
Agreement,  the  grantee  shall  have none of the rights of a  stockholder  with
respect to any shares of Common Stock  represented  by a phantom stock unit as a
result of the grant of a phantom stock unit to the grantee.  Phantom stock units
may contain such other  provisions,  not inconsistent with the provisions of the
Plan, as the Committee shall determine appropriate from time to time.

9.       Performance Awards

         The  Committee may in its  discretion  grant  performance  Awards which
become  payable  on  account  of  attainment  of one or more  performance  goals
established by the Committee.  Performance Awards may be paid by the delivery of
Common Stock or cash, or any combination of Common Stock and cash, as determined
in the sole  discretion of the Committee  from time to time.  Performance  goals
established by the Committee may be based on the Corporation's  operating income
or one or more other business  criteria  selected by the Committee that apply to
an individual or group of individuals,  a business unit, or the Corporation as a
whole,  over  such  performance  period  as the  Committee  may  designate.  The
Committee  in its  discretion  may  recommend  to the Board of  Directors of the
Corporation  that the material  terms of any  Performance  Award or program with
respect to some or all eligible  participants  be submitted  for approval by the
stockholders.

10.      Withholding of Taxes

         The Corporation  may require,  as a condition to the grant of any Award
under  the  Plan or  exercise  pursuant  to such  Award  or to the  delivery  of
certificates  for shares issued or payments of cash to a grantee pursuant to the
Plan or a Grant Agreement  (hereinafter  collectively  referred to as a "taxable
event"),  that the grantee pay to the Corporation,  in cash or, unless otherwise
determined  by the  Corporation,  in shares of Common  Stock,  including  shares
acquired upon grant of the Award or exercise of the Award, valued at Fair Market
Value on the date as of which the withholding  tax liability is determined,  any
federal,  state or local taxes of any kind  required by law to be withheld  with
respect to any taxable  event  under the Plan.  The  Corporation,  to the extent
permitted or required by law, shall have the right to deduct from any payment of
any kind  (including  salary or bonus)  otherwise  due to a grantee any federal,
state or local taxes of any kind  required by law to be withheld with respect to
any  taxable  event  under the  Plan,  or to  retain  or sell  without  notice a
sufficient  number of the shares to be issued to such  grantee to cover any such
taxes.

11.      Transferability

         Unless  determined  otherwise by the  Committee and in any event in the
case of an incentive  stock option or a stock  appreciation  right  granted with
respect to an incentive  stock option,  no Award granted under the Plan shall be
transferable  by a grantee  otherwise  than by will or the laws of  descent  and
distribution.  Unless  otherwise  determined by the Committee in accord with the
provisions  of the  immediately  preceding  sentence,  an Award may be exercised
during the  lifetime of the grantee,  only by the grantee or,  during the period
the  grantee is under a legal  disability,  by the  grantee's  guardian or legal
representative.

12.      Adjustments; Business Combinations

         In the  event of a  reclassification,  recapitalization,  stock  split,
stock  dividend,  combination  of shares,  or other similar  event,  the maximum
number and kind of shares  reserved for issuance or with respect to which Awards
may be granted  under the Plan as  provided  in Section 4 shall be  adjusted  to
reflect such event,  and the Committee  shall make such  adjustments as it deems
appropriate  and  equitable in the number,  kind and price of shares  covered by
outstanding Awards made under the Plan, and in any other matters which relate to
Awards and which are  affected  by the changes in the Common  Stock  referred to
above.

         In the event of any proposed  Change in Control,  the  Committee  shall
take  such  action as it deems  appropriate  and  equitable  to  effectuate  the
purposes of this Plan and to protect the  grantees of Awards,  which  action may
include,  but  without  limitation,  any  one  or  more  of the  following:  (i)
acceleration  or change of the exercise  dates of any Award;  (ii)  arrangements
with  grantees  for the  payment of  appropriate  consideration  to them for the
cancellation  and  surrender  of any Award;  and (iii) in any case where  equity
securities  other  than  Common  Stock of the  Corporation  are  proposed  to be
delivered in exchange  for or with  respect to Common Stock of the  Corporation,
arrangements  providing  that any Award  shall  become one or more  Awards  with
respect to such other equity securities.

         The  Committee  is  authorized  to make  adjustments  in the  terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including,  without limitation, the events described in the
preceding two paragraphs of this Section 12) affecting the  Corporation,  or the
financial  statements of the  Corporation  or any  Subsidiary,  or of changes in
applicable laws, regulations,  or accounting principles,  whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential  benefits intended to be made available
under the Plan.

         In the event the  Corporation  dissolves  and  liquidates  (other  than
pursuant  to a plan of  merger  or  reorganization),  then  notwithstanding  any
restrictions on exercise set forth in this Plan or any Grant Agreement, or other
agreement  evidencing a stock  option,  stock  appreciation  right or restricted
stock Award:  (i) each grantee shall have the right to exercise his stock option
or stock  appreciation  right,  or to  require  delivery  of share  certificates
representing  any such  restricted  stock Award, at any time up to ten (10) days
prior to the effective date of such  liquidation and  dissolution;  and (ii) the
Committee may make arrangements with the grantees for the payment of appropriate
consideration  to them for the  cancellation  and surrender of any stock option,
stock  appreciation  right or  restricted  stock  Award that is so  canceled  or
surrendered  at any time up to ten (10) days prior to the effective date of such
liquidation and dissolution. The Committee may establish a different period (and
different conditions) for such exercise, delivery, cancellation, or surrender to
avoid  subjecting  the grantee to liability  under Section 16(b) of the Exchange
Act. Any stock option or stock appreciation right not so exercised, canceled, or
surrendered shall terminate on the last day for exercise prior to such effective
date; and any  restricted  stock as to which there has not been such delivery of
share  certificates  or that has not been so canceled or  surrendered,  shall be
forfeited on the last day prior to such effective date. The Committee shall give
to each grantee  written notice of the  commencement of any proceedings for such
liquidation and  dissolution of the  Corporation  and the grantee's  rights with
respect to his outstanding Award.

13.      Termination and Modification of the Plan

         The Board, without further approval of the stockholders,  may modify or
terminate  the  Plan  or  any  portion  thereof  at any  time,  except  that  no
modification  shall become effective  without prior approval of the stockholders
of the  Corporation if stockholder  approval is necessary to comply with any tax
or  regulatory  requirement  or rule of any exchange or Nasdaq System upon which
the Common Stock is listed or quoted;  including  for this  purpose  stockholder
approval  that  is  required  for  continued   compliance  with  Rule  16b-3  or
stockholder approval that is required to enable the Committee to grant incentive
stock options pursuant to the Plan.

         The  Committee  shall be  authorized  to make  minor or  administrative
modifications  to the  Plan as well as  modifications  to the  Plan  that may be
dictated by  requirements of federal or state laws applicable to the Corporation
or that may be  authorized  or made  desirable by such laws.  The  Committee may
amend or modify the grant of any  outstanding  Award in any manner to the extent
that  the  Committee  would  have had the  authority  to make  such  Award as so
modified or amended.

14.      Non-Guarantee of Employment

         Nothing in the Plan or in any Grant Agreement  thereunder  shall confer
any right on an employee to continue in the employ of the  Corporation  or shall
interfere in any way with the right of the  Corporation to terminate an employee
at any time.

15.      Termination of Employment

         For  purposes  of  maintaining  a  grantee's  continuous  status  as an
employee  and accrual of rights under any Award,  transfer of an employee  among
the  Corporation  and the  Corporation's  Parent  or  Subsidiaries  shall not be
considered a termination of employment. Nor shall it be considered a termination
of  employment  for such  purposes  if an employee is placed on military or sick
leave or such other leave of absence which is  considered  as continuing  intact
the employment  relationship;  in such a case, the employment relationship shall
be continued until the date when an employee's  right to  reemployment  shall no
longer be guaranteed either by law or contract.

16.      Written Agreement

         Each Grant Agreement entered into between the Corporation and a grantee
with respect to an Award granted under the Plan shall  incorporate  the terms of
this Plan and shall contain such  provisions,  consistent with the provisions of
the Plan, as may be established by the Committee.

17.      Non-Uniform Determinations

         The  Committee's  determinations  under  the  Plan  (including  without
limitation determinations of the persons to receive Awards, the form, amount and
timing  of  such  Awards,  the  terms  and  provisions  of such  Awards  and the
agreements  evidencing  same)  need  not  be  uniform  and  may  be  made  by it
selectively among persons who receive, or are eligible to receive,  Awards under
the Plan, whether or not such persons are similarly situated.

18.      Limitation on Benefits

         With  respect to persons  subject  to Section 16 of the  Exchange  Act,
transactions  under  this  Plan are  intended  to  comply  with  all  applicable
conditions  of Rule 16b-3.  To the extent any provision of the Plan or action by
the  Committee  fails to so  comply,  it shall be deemed  null and void,  to the
extent permitted by law and deemed advisable by the Committee.

19.      Listing and Registration

         If  the  Corporation  determines  that  the  listing,  registration  or
qualification  upon any  securities  exchange or upon any  listing or  quotation
system  established  by the National  Association  of Securities  Dealers,  Inc.
("Nasdaq  System") or under any law, of shares subject to any Award is necessary
or desirable as a condition of, or in connection  with,  the granting of same or
the issue or purchase of shares  thereunder,  no such Award may be  exercised in
whole or in part and no  restrictions  on such Award  shall  lapse,  unless such
listing,  registration or  qualification  is effected free of any conditions not
acceptable to the Corporation.

20.      Compliance with Securities Law

         The Corporation may require that a grantee,  as a condition to exercise
of an Award,  and as a  condition  to the  delivery  of any  share  certificate,
provide  to the  Corporation,  at the time of each such  exercise  and each such
delivery,  a  written  representation  that the  shares of  Common  Stock  being
acquired  shall be acquired by the grantee solely for investment and will not be
sold or transferred  without  registration  or the  availability of an exemption
from registration under the Securities Act and applicable state securities laws.
The   Corporation   may  also  require  that  a  grantee  submit  other  written
representations  which will permit the  Corporation  to comply with  federal and
applicable  state  securities laws in connection with the issuance of the Common
Stock, including representations as to the knowledge and experience in financial
and  business  matters  of the  grantee  and the  grantee's  ability to bear the
economic risk of the grantee's investment.  The Corporation may require that the
grantee  obtain  a  "purchaser  representative"  as  that  term  is  defined  in
applicable  federal and state  securities  laws. The stock  certificates for any
shares  of  Common  Stock  issued  pursuant  to  this  Plan  may  bear a  legend
restricting transferability of the shares of Common Stock unless such shares are
registered or an exemption from  registration  is available under the Securities
Act and  applicable  state  securities  laws.  The  Corporation  may  notify its
transfer  agent to stop any  transfer  of  shares  of  Common  Stock not made in
compliance  with  these  restrictions.  Common  Stock  shall not be issued  with
respect to an Award granted under the Plan unless the exercise of such Award and
the issuance and delivery of share  certificates  for such Common Stock pursuant
thereto  shall comply with all relevant  provisions of law,  including,  without
limitation,  the  Securities  Act, the Exchange  Act, the rules and  regulations
promulgated thereunder, and the requirements of any national securities exchange
or Nasdaq  System upon which the Common Stock may then be listed or quoted,  and
shall be further  subject to the  approval of counsel for the  Corporation  with
respect  to such  compliance  to the  extent  such  approval  is  sought  by the
Committee.

21.      No Limit on Other Compensation Arrangements

         Nothing  contained  in the Plan shall  prevent the  Corporation  or its
Parent or  Subsidiary  corporations  from adopting or continuing in effect other
compensation  arrangements (whether such arrangements be generally applicable or
applicable only in specific cases) as the Committee in its discretion determines
desirable,  including  without  limitation the granting of stock options,  stock
awards,  stock  appreciation  rights or phantom stock units otherwise than under
the Plan.

22.      No Trust or Fund Created

         Neither the Plan nor any Award shall create or be construed to create a
trust or  separate  fund of any kind or a  fiduciary  relationship  between  the
Corporation and a grantee or any other person. To the extent that any grantee or
other person acquires a right to receive payments from the Corporation  pursuant
to an Award,  such  right  shall be no greater  than the right of any  unsecured
general creditor of the Corporation.

23.      Governing Law

         The validity,  construction and effect of the Plan, of Grant Agreements
entered into pursuant to the Plan, and of any rules, regulations, determinations
or decisions  made by the Board or Committee  relating to the Plan or such Grant
Agreements, and the rights of any and all persons having or claiming to have any
interest  therein or thereunder,  shall be determined  exclusively in accordance
with  applicable  federal  laws and the laws of the State of  Delaware,  without
regard to its conflict of laws rules and principles.

24.      Plan Subject to Charter and By-Laws

         This Plan is subject to the Charter and By-Laws of the Corporation,  as
they may be amended from time to time.

25.      Effective Date; Termination Date

         The Plan is  effective  as of the date on which the Plan was adopted by
the Board,  subject to approval of the stockholders  within twelve months before
or after such date.  No Award shall be granted under the Plan after the close of
business on the day immediately preceding the tenth anniversary of the effective
date of the Plan. Subject to other applicable provisions of the Plan, all Awards
made under the Plan prior to such termination of the Plan shall remain in effect
until such Awards have been satisfied or terminated in accordance  with the Plan
and the terms of such Awards.