SYMPOSIUM CORPORTION
                             1998 STOCK OPTION PLAN

                           Revised as of July 12, 1999

1.       THE PLAN.

         The purpose of this 1998 Stock Option Plan (the "PLAN") is to provide
incentives and rewards to selected eligible directors, officers, employees and
consultants of Symposium Corporation (the "COMPANY") and its subsidiaries in
order to assist the Company and its subsidiaries in attracting, retaining and
motivating those persons by providing for or increasing the proprietary
interests of those persons in the Company, and by associating their interests in
the Company with those of the Company's shareholders.

2.       ADMINISTRATION OF THE PLAN.

         (a) ADMINISTRATOR. The Plan shall be administered by the Board of
Directors of the Company (the "BOARD"), or a committee of the Board (the
"COMMITTEE") which shall consist of two or more of its members who shall serve
at the pleasure of the Board. The administrator of the Plan shall be referred to
as the "ADMINISTRATOR." During such time that administration is delegated to the
Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board subject, however, to
such resolutions, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board.

         (b) POWERS AND AUTHORITY. The Administrator shall have all the powers
vested in it by the terms of the Plan, including exclusive authority (i) to
select from among eligible directors, officers, employees and consultants, those
persons to be granted options ("OPTIONS") under the Plan; (ii) to determine the
type, size and terms of individual Options (which need not be identical) to be
made to each person selected, including whether an Option will be an Incentive
Stock Option or a Nonqualified Option (both as defined below); (iii) to
determine the time when Options will be granted and to establish objectives and
conditions (including, without limitation, vesting and performance conditions),
if any, for earning Options; (iv) to amend the terms or conditions of any
outstanding Options, subject to applicable legal restrictions and to the consent
of the other party to such Options; (v) to determine the duration and purpose of
leaves of absences which may be granted to holders of Options without
constituting termination of their employment for purposes of their Options; (vi)
to authorize any person to execute, on behalf of the Company, any instrument
required to carry out the purposes of the Plan; and (vii) to make any and all
other determinations which it determines to be necessary or advisable in the
administration of the Plan. The Administrator shall have full power and
authority to administer and interpret the Plan and to adopt, amend and revoke
such rules, regulations, agreements, guidelines and instruments for the
administration of the Plan and for the conduct of its business as the
Administrator deems necessary or advisable. The Administrator's interpretation
of the Plan, and all actions taken and determinations made by the Administrator
pursuant to the powers vested in it hereunder, shall be conclusive and binding
on all parties concerned, including the Company, its shareholders, any optionee
and any other employee of the Company or any of its subsidiaries.


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3.       PERSONS ELIGIBLE UNDER THE PLAN.

         (a) INCENTIVE STOCK OPTIONS. Any person who is an employee of the
Company or any of its subsidiaries shall be eligible to be considered for the
grant of Options under the Plan which qualify as "incentive stock options"
("INCENTIVE STOCK OPTIONS") within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "CODE").

         (b) NONQUALIFIED STOCK OPTIONS. Any person who is a director, officer,
employee or consultant of the Company or any of its subsidiaries shall be
eligible to be considered for the grant of Options under the Plan which do not
qualify as Incentive Stock Options ("NONQUALIFIED OPTIONS").

4.       OPTIONS.

         Subject to the provisions of the Plan, the Administrator, in its sole
and absolute discretion, shall determine all of the types, terms and conditions
of each Option granted pursuant to the Plan. The provisions of separate Options
need not be identical, but each Incentive Stock Option shall be in compliance
with the substance of each of the following provisions:

         (a) TERM. The exercise period may not be more than 10 years from the
date the Incentive Stock Option is granted. In the case of an Incentive Stock
Option granted to a person who owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company, the exercise
period may not be more than 5 years from the date such Incentive Stock Option is
granted.

         (b) PRICE. The exercise price of an Incentive Stock Option may not be
less than 100% of the Fair Market Value of the Common Stock at the time the
Incentive Stock Option is granted (110% of the Fair Market Value in the case of
any person who owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company). In the absence of an established
market for the Common Stock, the Fair Market Value of the Common Stock shall be
determined in good faith by the Administrator;

         (c) TRANSFERABILITY. An Incentive Stock Option shall not be
transferable except by will or by the laws of descent and distribution, and
shall be exercisable during the lifetime of the person to whom the Incentive
Stock Option is granted only by such person.

         (d) EMPLOYMENT STATUS. In the event that the optionee's employment with
the Company terminates, the optionee must exercise the Incentive Stock Option,
to the extent it was exercisable at termination, within three months of such
termination.


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         (e) AGGREGATE FAIR MARKET VALUE OF INCENTIVE STOCK OPTIONS. To the
extent that the aggregate Fair Market Value (determined at the time of grant) of
Common Stock with respect to which Incentive Stock Options are exercisable for
the first time by any Optionee during any calendar year under all plans of the
Company and its affiliates exceeds one hundred thousand dollars ($100,000), the
Options or portions thereof which exceed such limit (according to the order in
which they were granted) shall be treated as Nonqualified Options

5.       SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

         (a) MAXIMUM SHARES AVAILABLE. The aggregate number of shares of Common
Stock that may be issued or issuable pursuant to the Plan shall not exceed an
aggregate of 2,500,000 shares of Common Stock, subject to adjustment as provided
in Section 6 of the Plan. Any shares of Common Stock subject to an Option which
for any reason expires or is terminated unexercised as to such shares shall
again be available for issuance under the Plan. The aggregate number of shares
of Common Stock that may be issued at any time pursuant to Options granted under
the Plan shall be reduced by the number of shares of Common Stock which were
otherwise issuable pursuant to Options granted under this Plan but which were
withheld by the Company as payment of the purchase price of the Common Stock
issued pursuant to such Options or as payment of the recipient's tax withholding
obligation with respect to such issuance.

         (b) PAYMENT FOR SHARES. The exercise price of Common Stock acquired
pursuant to the exercise of an Option shall be paid, to the extent permitted by
applicable statutes and regulations, either (1) in cash at the time the Option
is exercised, or (2) at the discretion of the Administrator, either at the time
of the grant or exercise of the Option, (A) by delivery to the Company of other
shares of Common Stock, the value of which shall be the Fair Market Value of
such Common Stock, (B) according to a deferred payment or other arrangement
(which may include, without limiting the generality of the foregoing, the use of
other shares of Common Stock) with the person to whom the Option is granted, (C)
by reducing the number of shares of Common Stock otherwise issuable pursuant to
the Option or (D) in any other form of legal consideration that may be
acceptable to the Administrator.

         In the case of any deferred payment arrangement, interest shall be
payable at least annually and shall be payable at the minimum rate of interest
necessary to avoid the imputation of interest, under the applicable provisions
of the Code and Treasury Regulations.

         (c) MAXIMUM NUMBER OF SHARES AVAILABLE FOR GRANT TO ANY PERSON. No
person shall receive Options representing more than 50% of the aggregate number
of shares of Common Stock that may be issued pursuant to all Options under the
Plan as set forth in Section 5(a) of this Agreement.


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6.       RECAPITALIZATIONS.

         Unless otherwise provided in the option agreement:

         (a) If outstanding shares of the Common Stock of the Company shall be
subdivided into a greater number of shares, or a dividend in Common Stock shall
be paid in respect of the Common Stock, the exercise price of any outstanding
Option in effect immediately prior to such subdivision or immediately after the
record date of such dividend, be proportionately reduced, and conversely, if
outstanding shares of the Common Stock of the Company shall be combined into a
smaller number of shares, the exercise price of any outstanding Option in effect
immediately prior to such combination shall, simultaneously with the
effectiveness of such combination, be proportionately increased.

         (b) When any adjustment is required to be made in the exercise price,
the number of shares purchasable upon the exercise of any outstanding Option
shall be adjusted to that number of shares determined by dividing (1) an amount
equal to the number of shares purchasable upon the exercise of the Option
immediately prior to such adjustment, multiplied by the exercise price in effect
immediately prior to such adjustment, by (2) the exercise price in effect
immediately after such adjustment.

         (c) In case of any capital reorganization, any reclassification of the
Common Stock of the Company (other than recapitalization described in Paragraph
6(a) of this Plan), or the consolidation or merger of the Company with another
person where the Company is the "surviving corporation," as defined in Paragraph
6 (h) below (collectively referred to hereinafter as "REORGANIZATIONS"), the
holder of any outstanding Option shall thereafter be entitled to purchase on
exercise of the Option the kind and number of shares of stock or other
securities or property of the Company receivable upon such Reorganization by a
holder of the number of shares of the Common Stock of the Company which such
Option entitles the holder to purchase from the Company immediately prior to
such Reorganization: and in any such case appropriate adjustments shall be made
in the application of the provisions set forth in the option agreements and in
this Plan with respect to the rights and interests thereafter of the optionee,
to the end that the provisions set forth in the option agreements and in this
Plan ( including the specified changes and other adjustments to the exercise
price) shall thereafter be applicable in relation to any shares or other
property thereafter purchasable upon exercise of such Option.

         (d) Each outstanding Option shall terminate upon a dissolution or
liquidation of the Company or a merger or consolidation in which the Company is
not the surviving corporation provided that (1) each optionee to whom no Option
has been tendered by the surviving corporation pursuant to the terms of item (2)
immediately below shall have the right exercisable during a ten-day period
ending on the fifth day prior to such dissolution or liquidation, or merger or
consolidation in which the Company is not the surviving corporation, to exercise
his or her Option in whole or in part, without regard to any installment
provisions under his or her Option agreement; and (2) in its sole and absolute
discretion, the surviving corporation may,


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but shall not be so obligated, tender to any optionee an option or options to
purchase shares of the surviving corporation, and such new option or options
shall contain such terms and provisions as shall substantially preserve the
rights and benefits of any Option then outstanding under this Plan.

         (e) To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Board or
Administrator, whose determination in that respect shall be final, binding and
conclusive.

         (f) Except as expressly provided in this Section 6, no optionee shall
have any rights by reason of any subdivision or consolidation of shares of stock
of any class or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class, and the dissolution,
liquidation, merger, consolidation or split-up or sale of assets or stock to
another corporation, or any issue by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of or exercise price for the shares subject to such optionee's Option.

         (g) The grant of an Option pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve or liquidate, or to sell or transfer all or any
part of its business or assets.

         (h) The determination as to which party to a Reorganization is the
"SURVIVING CORPORATION" shall be made on the basis of the relative equity
interest of the shareholders in the corporation existing after the
Reorganization, as follows: if following any reorganization the holders of
outstanding voting securities of the Company immediately prior to the
reorganization own equity securities possessing more than 50% of the voting
power of the corporation existing following the reorganization, then for
purposes of the Option, the Company shall be the surviving corporation. In all
other cases, the Company shall not be the surviving corporation. In making the
determination of ownership by the shareholders of a corporation immediately
after the reorganization of equity securities pursuant to this Section 6(h),
equity securities which the shareholders owned immediately before the
reorganization, as shareholders of another party to the transaction shall be
disregarded. Further, for purposes of this Section 6(h) only, outstanding voting
securities of a corporation shall be calculated by assuming the conversion of
all equity securities convertible (immediately or at some future time) into
shares entitled to vote.

7.       MISCELLANEOUS PROVISIONS.

         (a)      DEFINITIONS.

                  (1) "SUBSIDIARY" means any future corporation which would be a
"SUBSIDIARY CORPORATION," as that term is defined in Section 424(f) of the Code,
of the Company.


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                  (2)  "OR" means "and/or."

                  (3)  "FAIR MARKET  VALUE"  means,  as of any date,  the value
of the Common Stock as determined as follows:

                           (i)      If the Common Stock is listed on any
established  stock exchange or a national market system, including without
limitation the Nasdaq National Market, the Fair Market Value of a share of
Common Stock shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in the Common Stock) on the last
market trading day prior to the day of determination, as reported in the WALL
STREET JOURNAL or such other source as the deems reliable;

                           (ii) If the Common Stock is quoted on the Nasdaq
System (but not on the Nasdaq National Market) or is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a share of Common Stock shall be the mean between the bid and
asked prices for the Common Stock on the last market trading day prior to the
day of determination, as reported in the Wall Street Journal or such other
source as the deems reliable;

                           (iii) In the absence of an established market for the
Common Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

         (b) CONDITIONS ON ISSUANCE. Securities shall not be issued pursuant to
Options unless the grant and issuance thereof shall comply with all relevant
provisions of law and the requirements of any securities exchange or quotation
system upon which any securities of the Company are listed, and shall be further
subject to approval of counsel for the Company with respect to such compliance.
Inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is determined by Company counsel to be necessary
to the lawful issuance and sale of any security or Options, shall relieve the
Company of any liability in respect of the nonissuance or sale of such
securities as to which requisite authority shall not have been obtained.

         (c) RIGHTS AS A SHAREHOLDER. An optionee shall have no rights as a
holder of Common Stock with respect to Options hereunder, unless and until
certificates for shares of such stock are issued to the optionee.

         (d) AGREEMENTS. All Options granted under the Plan shall be evidenced
by written agreements in such form and containing such terms and conditions (not
inconsistent with the Plan) as the Administrator shall from time to time adopt.

         (e) WITHHOLDING TAXES. The Company shall have the right to require upon
exercise of an Option the payment (through withholding from the optionee's
salary or otherwise) of any federal, state, local or foreign taxes required by
law to be withheld. The obligation of the


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Company to issue Common Stock shall be subject to the restrictions imposed by
any and all governmental authorities.

         (f) NO RIGHTS TO OPTION. No person shall have any right to be granted
an Option under the Plan. Neither the Plan nor any action taken hereunder shall
be construed as giving any person any right to be retained in the employ of the
Company or any of its subsidiaries or shall interfere with or restrict in any
way the rights of the Company or any of its subsidiaries, which are hereby
reserved, to discharge an employee at any time for any reason whatsoever, with
or without good cause.

         (g) ACCELERATION. The Administrator shall have the power to accelerate
the time at which an Option may first be exercised or the time during which an
Option or any part thereof will vest, notwithstanding the provisions in the
Option stating the time at which it may first be exercised or the time during
which it will vest.

         (h) TRANSFERABILITY. Except as otherwise provided by the Administrator,
options granted under the Plan are not transferable other than as designated by
the optionee by will or by the laws of descent and distribution.

8.       AMENDMENTS AND TERMINATION.

         (a) AMENDMENTS. The Board may at any time and from time to time amend
the Plan in whole or in part, but no such action shall adversely affect any
rights or obligations with respect to any outstanding Options. However, with the
consent of the optionee affected, the Administrator may amend outstanding
agreements evidencing Options under the Plan in a manner not inconsistent with
the terms of the Plan.

         (b) TERMINATION. The Plan shall terminate on the earlier to occur of
the date the Board terminates the Plan and December 31, 2007. The termination of
the Plan shall not terminate any outstanding Options.

9.       EFFECTIVE DATE.

         The Plan is effective on December 3, 1998.


10.      GOVERNING LAW.

         The Plan and any agreements entered into thereunder shall be construed
and governed by the laws of the State of New York applicable to contracts made
within, and to be performed wholly within, such state, without regard to the
application of conflict of laws rules thereof.