Exhibit 10.13



                        LANCIT MEDIA ENTERTAINMENT, LTD.

                            1997 INCENTIVE STOCK PLAN

1.   Purpose.  The purpose of the 1997  Incentive  Stock Plan (the "Plan") is to
     aid  the  Company  in  attracting,   retaining  and  motivating   officers,
     consultants,  key employees and directors of the Company by providing  them
     with  incentives  for making  significant  contributions  to the growth and
     profitability of the Company.  The Plan is designed to accomplish this goal
     by offering stock options and other  incentive  awards,  thereby  providing
     Participants with a proprietary  interest in the growth,  profitability and
     success of the Company.

2.   Definitions.

     (a)  Award. Any form of stock option,  stock  appreciation  right, stock or
          cash  award  granted  under  the  Plan,  whether  granted  singly,  in
          combination  or in tandem,  pursuant  to such  terms,  conditions  and
          limitations  as the Board or the  Committee  may establish in order to
          fulfill  the  objectives,   and  in  accordance  with  the  terms  and
          conditions, of the Plan.

     (b)  Award  Agreement.  An agreement  between the Company and a Participant
          setting forth the terms,  conditions and limitations  applicable to an
          Award.

     (c) Board. The Board of Directors of Lancit Media Entertainment, Ltd.

     (d) Code. The Internal Revenue Code of 1986, as amended from time to time.

     (e)  Committee.  Such committee of the Board as may be designated from time
          to time by the Board to  administer  the Plan or any subplan under the
          Plan. Any such committee shall consist of not less than two members of
          the Board who are not officers or  employees of the Company,  provided
          that,  unless the Board otherwise  determines,  each such non-employee
          director on such committee must meet the requirements of Section 16(a)
          of the Securities Exchange Act of 1934, as amended, and Section 162(m)
          of the Code.

     (f)  Company. Lancit Media Entertainment,  Ltd. and its direct and indirect
          parents and subsidiaries.

     (g)  Fair  Market  Value.  If the  Stock is  listed  on the New York  Stock
          Exchange (or other national exchange), the average of the high and low
          sale prices as reported on the New York Stock  Exchange (or such other
          exchange) or, if the Stock is not listed on a national  exchange,  the
          last quoted  sale price or, if not so quoted,  the average of the high
          bid  and  low  asked   prices   for  a  share  of  the  Stock  in  the
          over-the-counter  market,  as reported by the National  Association of
          Securities   Dealers  through  its  Automated   Quotation   System  or
          otherwise,  in either case for the date in question;  provided that if
          no  transactions  in the Stock are reported for that date, the average
          of the high and low sale  prices or last  quoted sale price or, if not
          so  quoted,  the  average  of the high bid and low asked  prices as so
          reported for the preceding day on which transactions in the Stock were
          effected, and provided,  further, that if no transactions in the Stock
          were effected within 10 business days preceding such relevant date, or
          if otherwise  deemed  appropriate by the Board or the  Committee,  the
          fair market value of the Stock shall be as  determined by the Board or
          the Committee.

     (h)  Lancit. Lancit Media Entertainment, Ltd.

     (i)  Participant.  An officer,  consultant, key employee or director of the
          Company to whom an Award has been granted.

     (j)  Stock.  Authorized and issued or unissued shares of Common Stock,  par
          value $.001 per share, of Lancit or any security issued in exchange or
          substitution therefor.



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3.   Eligibility.  Only  officers,  key  employees,  and  directors who are also
     officers or  employees  of the Company or who have been  designated  by the
     Board as  eligible  to  receive  Awards  and  consultants  who have been so
     designated  by the Board or the  Committee  are eligible to receive  Awards
     under the Plan.  Key  employees are those  employees who hold  positions of
     responsibility  or whose  performance,  in the judgment of the Board or the
     Committee, can have a significant effect on the growth and profitability of
     the Company.

4.   Stock  Available  for  Awards.  Subject to  Section  14 hereof,  a total of
     400,000 shares of Stock shall be available for issuance  pursuant to Awards
     granted under the Plan;  provided,  however,  that the aggregate  number of
     shares of Stock subject to options and upon which stock appreciation rights
     are based pursuant to Awards  hereunder shall not exceed 200,000 shares for
     any Participant  during any fiscal year; and, provided,  further,  that the
     Board  or  the  Committee  shall  have  the  power  to  grant  Awards  to a
     Participant exceeding such annual maximum amount, but such Awards shall not
     qualify as  "performance  based" for purposes of Section 162(m) of the Code
     to the extent of such excess.  From time to time, the Board and appropriate
     officers of Lancit shall file such documents with governmental  authorities
     and,  if the  Stock is  listed  on the New York  Stock  Exchange  (or other
     national  exchange),  with such stock  exchange,  as are  required  to make
     shares of Stock  available  for  issuance  pursuant to Awards and  publicly
     tradeable.  Shares of Stock related to Awards, or portions of Awards,  that
     are forfeited,  canceled or terminated, expire unexercised, are surrendered
     in exchange for other Awards, or are settled in cash in lieu of Stock or in
     such manner that all or some of the shares of Stock covered by an Award are
     not and will not be issued to a Participant, shall be restored to the total
     number of shares of Stock available for issuance pursuant to Awards.

5.   Administration.

     (a)  General. The Plan shall be administered by the Board or, to the extent
          determined by the Board,  by the Committee,  which shall have full and
          exclusive power to (i) authorize and grant Awards to persons  eligible
          to receive Awards under the Plan; (ii) establish the terms, conditions
          and  limitations  of each Award or class of Awards,  including  terms,
          conditions and limitations  governing the extent (if any) to which the
          Award may be assigned or transferred  provided that,  awards shall not
          be assignable or  transferable to any person who is not at the time of
          transfer  a member  of the  Participant's  immediate  family or to any
          entity that is not established for the benefit of, or wholly-owned by,
          the Participant or a member or members of the Participant's  immediate
          family;   (iii)   construe  and  interpret  the  Plan  and  all  Award
          Agreements;  (iv) grant  waivers of Plan  restrictions;  (v) adopt and
          amend such rules, procedures,  regulations and guidelines for carrying
          out the Plan as it may deem necessary or desirable;  and (vi) take any
          other action necessary for the proper operation and  administration of
          the  Plan,  all  of  which  powers  shall  be  exercised  in a  manner
          consistent with the  objectives,  and in accordance with the terms and
          conditions,  of the Plan. The powers of the Board or the Committee, as
          applicable,  shall include, but shall not be limited to, the authority
          to (A) adopt such subplans as may be necessary or  appropriate  (1) to
          provide  for the  authorization  and  granting  of Awards  to  promote
          specific goals or for the benefit of specific classes of Participants,
          (2) to provide for grants of Awards by means of formulae, standardized
          criteria or otherwise, or (3) for any other purposes as are consistent
          with the  objectives  of the Plan,  and to  segregate  shares of Stock
          available  for issuance  under the Plan  generally as being  available
          specifically for the purposes of one or more subplans, and (B) subject
          to  Section  11  hereof,  adopt  modifications,   amendments,   rules,
          procedures,  regulations, subplans and the like as may be necessary or
          appropriate  (1) to  comply  with  provisions  of the  laws  of  other
          countries  in which the  Company  may  operate  in order to assure the
          effectiveness   of  Awards  granted  under  the  Plan  and  to  enable
          Participants  employed in such other  countries to receive  advantages
          and  benefits  under  the  Plan  and  such  laws,  (2) to  effect  the
          continuation,  acceleration  or  modification  of Awards under certain
          circumstances,  including  events  which might  constitute a Change in
          Control  (as set forth in Section 7 hereof) of Lancit,  or (3) for any
          other purposes as are consistent  with the objectives of the Plan. All
          such modifications,  amendments,  rules,  procedures,  regulations and
          subplans shall be deemed to be a part of the Plan as if stated herein.




<PAGE>

     (b)  Committee  Actions.  All actions of the Committee  with respect to the
          Plan shall  require the vote of a majority of its members or, if there
          are only two members, by the vote of both. Any action of the Committee
          may be taken by a written  instrument  signed by a  majority  (or both
          members)  of the  Committee,  and any  action  so  taken  shall  be as
          effective  as if it  had  been  taken  by a  vote  at a  meeting.  All
          determinations  and acts of the Committee as to any matters concerning
          the Plan,  including  interpretations or constructions of the Plan and
          any  Award   Agreement,   shall  be  conclusive  and  binding  on  all
          Participants   and  on  any  parties  validly   claiming  through  any
          Participants.

6.   Delegation  of  Authority.  The Board or the  Committee may delegate to the
     Chief Executive  Officer of Lancit and to other  executive  officers of the
     Company certain of its admini  strative duties under the Plan,  pursuant to
     such  conditions  or  limitations  as the  Board  or  the  Commit  tee  may
     establish, except that neither the Board nor the Committee may delegate its
     authority  with  respect  to (a)  the  selection  of  eligible  persons  as
     Participants   in  the  Plan,   (b)  the  granting  or  timing  of  Awards,
     (c) establishing  the amount,  terms and conditions of any such Award,  (d)
     interpreting  the Plan, any subplan or any Award  Agreement or (e) amending
     or otherwise  modifying the terms or provisions of the Plan, any subplan or
     any Award Agreement.

7.   Awards.  Subject to Section 4 and  Section  19, the Board or the  Committee
     shall  determine  the  types  and  timing  of  Awards  to be  made  to each
     Participant  and shall set forth in the related Award  Agreement the terms,
     conditions and  limitations  applicable to each Award.  Awards may include,
     but are not limited to, those listed below in this Section 7. Awards may be
     granted singly,  in combination or in tandem, or in substitution for Awards
     previously  granted under the Plan.  Awards may also be made in combination
     or in tandem with, in substitution  for, or as  alternatives  to, grants or
     rights under any other benefit plan of the Company, including any such plan
     of any entity  acquired by, or merged with or into,  the Company.  Any such
     Awards made in substitution  for, or as  alternatives  to, grants or rights
     under a benefit plan of an entity  acquired by, or merged with or into, the
     Company in order to give  effect to the  transaction  shall be deemed to be
     issued in  accordance  with the terms and  conditions  of the Plan.  Awards
     shall be effected through Award Agreements  executed by the Company in such
     forms as are approved by the Board or the Committee from time to time.

     All or part of any Award may be subject to  conditions  established  by the
     Board  or the  Committee  and  set  forth  in the  Award  Agreement,  which
     conditions  may  include,  without  limitation,   achievement  of  specific
     business objectives,  increases in specified indices,  attainment of growth
     rates and other measurements of Company performance.

     The  Board  or  the  Committee  may  determine  to  make  any or all of the
     following Awards:

     (a)  Stock  Options.  A grant of a right to purchase a specified  number of
          shares  of Stock at an  exercise  price not less than 100% of the Fair
          Market  Value of the  Stock on the date of grant,  during a  specified
          period,  all as  determined  by the  Board or the  Committee.  Without
          limitation,  a stock  option  may be in the  form of (i) an  incentive
          stock  option  which,  in  addition  to being  subject to such  terms,
          conditions  and  limitations  as are  established  by the Board or the
          Committee,   complies   with  Section  422  of  the  Code  or  (ii)  a
          non-qualified  stock  option  subject to such  terms,  conditions  and
          limitations as are established by the Board or the Committee.

     (b)  Stock  Appreciation  Rights. A right to receive a payment,  in cash or
          Stock,  equal  to the  excess  of the  Fair  Market  Value  (or  other
          specified  valuation) of a specified  number of shares of Stock on the
          date the stock  appreciation  right ("SAR") is exercised over the Fair
          Market Value (or other  specified  valuation)  on the date of grant of
          the SAR,  except  that if an SAR is  granted  in  tandem  with a stock
          option,  valuations  on the grant and exercise  dates shall be no less
          than as  determined  on the basis of Fair Market  Value.  The eventual
          amount,  vesting  or  issuance  of an SAR  may be  subject  to  future
          service,   performance  standards  and  such  other  restrictions  and
          conditions as may be established by the Board or the Committee.



 <PAGE>

     (c)  Stock Awards. An Award made in Stock or denominated in units of Stock.
          The  eventual  amount,  vesting or  issuance  of a Stock  Award may be
          subject  to  future  service,  performance  standards  and such  other
          restrictions  and conditions as may be established by the Board or the
          Committee.  Stock  Awards may be based on Fair Market Value or another
          specified valuation.

     (d)  Cash Awards. An Award made or denominated in cash. The eventual amount
          of a  cash  Award  may  be  subject  to  future  service,  performance
          standards  and  such  other  restrictions  and  conditions  as  may be
          established by the Board or the Committee.

     Dividend  equivalency  rights,  on a  current  or  deferred  basis,  may be
     extended to and be made part of any Award  denominated  in whole or in part
     in  Stock  or  units  of  Stock,  subject  to such  terms,  conditions  and
     restrictions as the Board or the Committee may establish.

     Notwithstanding  the provisions of the paragraphs of this Section 7, Awards
     may be subject to acceleration of exercisability or vesting in the event of
     a Change in Control of Lancit (i) as set forth in agreements between Lancit
     and certain of its officers,  directors and key employees which provide for
     certain  protections  and  benefits in the event of a change in control (as
     defined in such  agreements)  or (ii) as may otherwise be determined by the
     Board  or the  Committee  under  and  in  accordance  with  the  terms  and
     conditions of the Plan.  "Change in Control" for purposes of the Plan shall
     mean a change in control of Lancit  under  such  circumstances  as shall be
     specified by (x) the Board or the Committee or (y) where  applicable to any
     Awards  granted  under the Plan by such  agreements  between  Lancit  and a
     Participant  as (1) may have been entered into prior to the effective  date
     of the Plan or (2) shall be entered  into after the  effective  date of the
     Plan with, to the extent such an agreement is  applicable to an Award,  the
     approval of the Board or the Committee.  A "Change in Control" may, without
     limitation,  be deemed to have  occurred if (A) any  "person" or "group" of
     persons (as the terms  "person" and "group" are used in Sections  13(d) and
     14(d) of the  Securities  Exchange Act of 1934,  as amended,  and the rules
     thereunder) is or becomes the beneficial owner, directly or indirectly,  of
     securities  of Lancit  representing  50.1% or more of the  combined  voting
     power of the then outstanding securities of Lancit, or (B) a change of more
     than 25% in the  composition of the Board occurs within a two-year  period,
     unless  such  change in  composition  was  approved  in advance by at least
     two-thirds of the previous directors.

8.   Payment under Awards. Payment by the Company pursuant to Awards may be made
     in the form of cash,  Stock or  combinations  thereof and may be subject to
     such restrictions as the Board or the Committee determines,  including,  in
     the case of Stock,  restrictions  on transfer  and  forfeiture  provisions.
     Stock subject to transfer restrictions or forfeiture provisions is referred
     to herein as "Restricted Stock". The Board or the Committee may provide for
     payments to be deferred, such future payments to be made in installments or
     by  lump-sum  payment.  The  Board or the  Committee  may  permit  selected
     Participants  to elect to defer  payments of some or all types of Awards in
     accordance  with  procedures  established  by the Board or the Committee to
     assure that such deferrals comply with applicable requirements of the Code.

     The Board or the Committee may also establish  rules and procedures for the
     crediting   of  interest  on  deferred   cash   payments  and  of  dividend
     equivalencies on deferred payments to be made in Stock or units of Stock.

     At the  discretion  of the Board or the  Committee,  a  Participant  may be
     offered an election to substitute an Award for another Award or Awards,  or
     for awards made under any other benefit plan of the Company, of the same or
     different type.

9.   Stock Option Exercise or Conversion. The price at which shares of Stock may
     be purchased  upon  exercise of a stock option shall be paid in full at the
     time  of the  exercise,  in cash  or,  if  permitted  by the  Board  or the
     Committee,  by (a) tendering Stock or  surrendering  such option or another
     Award,  including  Restricted  Stock,  or an option or other award  granted
     under  another  benefit plan of the Company,  in each case valued at, or on
     the basis of, Fair Market Value on



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     the date of  exercise,  (b)  delivery  of a  promissory  note  issued  by a
     Participant  to the  Company  in a form  determined  by  the  Board  or the
     Committee, or (c) any other means acceptable to the Board or the Committee.
     The Board or the Committee shall determine acceptable methods for tendering
     Stock or surrendering options or other Awards or grants and may impose such
     conditions  on the use of Stock or other  Awards or grants  to  exercise  a
     stock option as it deems  appropriate.  If shares of  Restricted  Stock are
     tendered as consideration for the exercise of a stock option,  the Board or
     the Committee may require that the number of shares issued upon exercise of
     the stock option equal to the number of shares of Restricted  Stock used as
     consideration   therefor  be  subject  to  the  same  restrictions  as  the
     Restricted  Stock so tendered and any other  restrictions as may be imposed
     by the Board or the  Committee.  The Board or the Committee may also permit
     Participants to exercise stock options and simultaneously  sell some or all
     of the  shares of Stock so  acquired  pursuant  to a  brokerage  or similar
     arrangement   which   provides  for  the  payment  of  the  exercise  price
     substantially concurrently with the delivery of such shares.

10.  Tax Withholding. Unless otherwise expressly provided under the terms of any
     Award  Agreement,  the  Company  shall have the right to deduct  applicable
     taxes from any Award payment or shares of Stock  receivable  under an Award
     and to  withhold  an  appropriate  number of shares of Stock for payment of
     taxes  required by law or to take such other action as may be neces sary in
     the opinion of the Company to satisfy all tax withholding  obligations.  In
     addition,  the Board or the Committee may permit  Participants  to elect to
     (a) have  the Company  deduct  applicable  taxes  resulting  from any Award
     payment to, or exercise of an Award by, such  Participant by withholding an
     appropriate  number of shares of Stock for  payment of tax  obligations  or
     (b) tender  to the  Company  for the  purpose  of  satisfying  tax  payment
     obligations  other Stock held by the Participant.  If the Company withholds
     shares of Stock to satisfy tax payment obligations, the value of such Stock
     in general  shall be its Fair Market Value on the date of the Award payment
     or the date of exercise of an Award,  as the case may be. If a  Participant
     tenders shares of Stock pursuant to clause (b) above to satisfy tax payment
     obligations,  the value of such Stock shall be the Fair Market Value on the
     date the Participant tenders such Stock to the Company.

11.  Amendment,  Modification,  Suspension or Termination of the Plan. The Board
     may amend,  modify,  suspend or terminate the Plan, or adopt subplans under
     the Plan,  (a) for the purpose of meeting or addressing  any changes in any
     applicable tax,  securities or other laws,  rules or regulations or (b) for
     any other  purpose  permitted  by law.  Except  as  otherwise  required  by
     applicable  law,  no  amendment  to this  Plan or any  subplan  established
     hereunder will require stockholder  approval;  provided,  however, that the
     Plan may not be  amended  in a manner  that  would  alter,  impair,  amend,
     modify,  suspend or terminate any rights of a Participant  or obligation of
     the Company under any Awards theretofore  granted, in any manner adverse to
     any  such  affected  Participant,  without  the  consent  of such  affected
     Participant.

12.  Termination of  Employment.  Except as otherwise set forth in an applicable
     Award  Agreement  or  determined  by  the  Board  or the  Committee,  or as
     otherwise  provided  in para  graph  (a) or (b) of this  Section  12,  if a
     Participant's  employment or association with the Company  terminates,  all
     unexercised,  deferred and unpaid  Awards (or portions of Awards)  shall be
     canceled immediately.

     (a)  Retirement,  Resignation  or  Other  Termination.  If a  Participant's
          employment or association with the Company terminates by reason of the
          Participant's  retirement  or  resignation,  or for any  other  reason
          (other than the Participant's  death or disability),  the Board or the
          Committee may, under circumstances in which it deems an exception from
          the  provisions  of  the  first  sentence  of  this  Section 12  to be
          appropriate  to  carry  out  the  objectives  of  the  Plan  and to be
          consistent  with the best  interests of the Company,  permit Awards to
          continue in effect and be  exercisable  or payable  beyond the date of
          such  termination,  up until  the  expiration  date  specified  in the
          applicable  Award Agreement and otherwise in accordance with the terms
          of  the   applicable   Award   Agreement,   and  may   accelerate  the
          exercisability or vesting of any Award, in either case, in whole or in
          part.




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     (b) Death or Disability.

          (i)  In the event of a Participant's  death, the Participant's  estate
               or  beneficiaries  shall have a period,  not extending beyond the
               expiration  date  specified  in the  applicable  Award  Agreement
               (except as otherwise  provided in such Award  Agreement),  within
               which to exercise any outstanding  Award held by the Participant,
               as may be specified in the Award Agreement or as may otherwise be
               determined by the Board or the  Committee.  All rights in respect
               of any such outstanding Awards shall pass in the following order:
               (A) to beneficiaries so designated in writing by the Participant;
               or if  none,  then  (B)  to  the  legal  repre  sentative  of the
               Participant; or if none, then (C) to the persons entitled thereto
               as  determined  by a court of competent  jurisdiction.  Awards so
               passing  shall be  exercised  or paid at such  times  and in such
               manner as if the  Participant  were  living,  except as otherwise
               provided in the  applicable  Award  Agreement or as determined by
               the Board or the Committee.

          (ii) If a Participant  ceases to be employed by or associated with the
               Company  because the  Participant  is deemed by the Company to be
               disabled,  outstanding Awards held by the Participant may be paid
               to or exercised by the Participant, if legally competent, or by a
               committee or other legally designated  guardian or representative
               if the  Participant  is legally  incompetent,  for a period,  not
               extending  beyond the expiration date specified in the applicable
               Award  Agreement  (except  as  otherwise  provided  in such Award
               Agreement),  following  the  termination  of  his  employment  or
               association  with the  Company,  as may be specified in the Award
               Agreement or as may  otherwise be  determined by the Board or the
               Committee.

          (iii)After the death or disability of a Participant,  the Board or the
               Committee may at any time (A) terminate restrictions with respect
               to Awards held by the Participant,  (B) accelerate the vesting or
               exercisability  of any  or all  installments  and  rights  of the
               Participant in respect of Awards held by the  Participant and (C)
               instruct the Company to pay the total of any accelerated payments
               under  the  Awards  in a lump  sum to the  Participant  or to the
               Participant's    estate,    beneficiaries   or   representatives,
               notwithstanding  that,  in the  absence  of such  termination  of
               restrictions  or  acceleration  of  payments,  any  or all of the
               payments  due under  the  Awards  might  ultimately  have  become
               payable to other beneficiaries.

          (iv) In the  event of  uncertainty  as to the  interpretation  of,  or
               controversies  concerning,  paragraph (b) of this Section 12, the
               Board or the  Committee's  determinations  shall be  binding  and
               conclusive on all  Participants  and any parties validly claiming
               through them.

13.  Nonassignability.

     (a)  Except as provided for in paragraphs (a)  and (b) of Section 12 hereof
          and  paragraph (b) of this Section 13,  and except as may otherwise be
          determined by the Board or the Committee (subject to paragraph (a)(ii)
          of Section 5 hereof and set forth in the applicable  Award  Agreement,
          no Award or any  other  benefit  under the  Plan,  or any  right  with
          respect thereto, shall be assignable or transferable, or payable to or
          exercisable  by,  anyone  other  than  the  Participant  to whom it is
          granted.

     (b)  If  a  Participant's   employment  or  association  with  the  Company
          terminates in order for such  Participant  to assume a position with a
          governmental, charitable or educational agency or institution, and the
          Participant  retains  Awards  pursuant to paragraph  (a) of Section 12
          hereof,  the  Board or the  Committee,  in its  discretion  and to the
          extent  permitted  by law,  may  authorize a third  party  (including,
          without limitation, the trustee of a "blind" trust), acceptable to the
          applicable  authori  ties,  the  Participant  and  the  Board  or  the
          Committee,  to act on behalf of the  Participant  with respect to such
          Awards.




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14.  Adjustments.  In the event of any change in the outstanding Stock by reason
     of a stock  split,  stock  dividend,  combination  or  reclassification  of
     shares,  recapitalization,  merger  or  similar  event,  the  Board  or the
     Committee shall adjust proportionally (a) the number of shares of Stock (i)
     reserved  under the Plan,  (ii)  available  for options or other Awards and
     available  for  issuance  pursuant  to  options,  or upon which SARs may be
     based, for individual  Participants and (iii) covered by outstanding Awards
     denominated  in  Stock  or  units  of  Stock;  (b) the  prices  related  to
     outstanding  Awards;  and (c) the  appropriate  Fair Market Value and other
     price  determinations  for such  Awards.  In the event of any other  change
     affecting the Stock or any distribution  (other than normal cash dividends)
     to holders of Stock,  such  adjustments  as may be deemed  equitable by the
     Board or the Committee,  including  adjustments to avoid fractional shares,
     shall  be made to give  proper  effect  to such  event.  In the  event of a
     corporate  merger,   consolidation,   acquisition  of  property  or  stock,
     separation, reorganization or liquidation, the Board or the Committee shall
     be authorized to issue or assume stock options or other awards,  whether or
     not in a transaction to which Section 424(a) of the Code applies,  by means
     of  substitution  of new stock  options  or Awards  for  previously  issued
     options or awards or an assumption  of  previously  issued stock options or
     awards.

15.  Notice.  Any written notice to Lancit  required by any of the provisions of
     the Plan shall be addressed to the Board, c/o the Secretary of Lancit,  and
     shall become effective when received by the Secretary.

16.  Unfunded  Plan.  Insofar as the Plan  provides for Awards of cash or Stock,
     the Plan  shall be  unfunded  unless  and until the Board or the  Committee
     otherwise determines. Although bookkeeping accounts may be established with
     respect to Participants  who are entitled to cash,  Stock or rights thereto
     under the Plan,  any such  accounts  shall be used merely as a  bookkeeping
     convenience.  Unless the Board otherwise determines,  (a) the Company shall
     not be required to segregate any assets that may at any time be represented
     by cash,  Stock or  rights  thereto,  nor shall  the Plan be  construed  as
     providing  for such  segregation,  nor shall the Company,  the Board or the
     Committee be deemed to be a trustee of any cash, Stock or rights thereto to
     be  granted  under  the  Plan;  (b) any  liability  of the  Company  to any
     Participant  with respect to a grant of cash, Stock or rights thereto under
     the Plan shall be based solely upon any contractual obligations that may be
     created by the Plan and an Award  Agreement;  (c) no such obligation of the
     Company shall be deemed to be secured by any pledge or other encumbrance on
     any property of the Company; and (d) neither the Company, the Board nor the
     Committee  shall  be  required  to  give  any  security  or  bond  for  the
     performance  of any  obligation  that may be created by or  pursuant to the
     Plan.

17.  Payments to Trust. Notwithstanding the provisions of Section 16 hereof, the
     Board or the  Committee  may  cause  to be  established  one or more  trust
     agreements  pursuant to which the Board or the  Committee may make payments
     of cash, or deposit shares of Stock, due or to become due under the Plan to
     Participants.

18.  No Right to  Employment.  Neither the adoption of the Plan nor the granting
     of any  Award  shall  confer  on any  Participant  any  right to  continued
     employment or association with the Company or in any way interfere with the
     Company's   right  to  terminate  the  employment  or  association  of  any
     Participant  at any time,  with or without  cause,  and  without  liability
     therefor.  Awards,  payments and other  benefits  received by a Participant
     under the Plan  shall not be  deemed a part of the  Participant's  regular,
     recurring compensation for any purpose, including,  without limitation, for
     the  purposes of any  termination  indemnity  or  severance  pay law of any
     jurisdiction.

19.  Governing  Law.  The Plan and all  determinations  made and  actions  taken
     pursuant  hereto,  to the extent not otherwise  governed by the Code or the
     securities  laws of the United  States,  shall be governed by and construed
     under the laws of the state of  incorporation  of  Lancit  (the  "Governing
     Law").  No  Award  shall be made  under  the  Plan  which is other  than in
     conformity  with the Governing Law and, in the event of a conflict  between
     any for of Award  Agreement  and any  provision of the  Governing  Law, the
     Award Agreement shall be deemed modified to the extent  necessary to comply
     with the Governing Law.




<PAGE>

20.  Effective  and  Termination  Dates.  This Plan,  and any  amendment  hereof
     requiring  stockholder  approval,  shall become effective as of the date of
     its approval by the stockhold ers of Lancit by the affirmative  vote of the
     number of shares required by the Governing Law at a  stockholders'  meeting
     at which the approval of the Plan (or any such  amendment)  is  considered.
     The  Plan  shall  terminate  on  December  31,  2007,  subject  to  earlier
     termination by the Board pursuant to Section 11 hereof, except as to Awards
     then outstanding.