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                                                                   Exhibit 10.1

                              LEARNINGSTAR CORP.
                      2000 STOCK OPTION AND INCENTIVE PLAN

     1.   Purpose.  The purpose this 2000 Stock Option and Incentive Plan
(the "Plan") is to encourage key employees and directors of LearningStar
Corp. (the "Company"), any future parent or subsidiary of the Company (each a
"Related Company" and, collectively, the "Related Companies") and certain
consultants of the Company or a Related Company, by providing opportunities to
participate in the ownership of the Company and its future growth through (a)
the grant of options which qualify as "incentive stock options" ("ISOs") under
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code");
(b) the grant of options which do not qualify as ISOs ("Non-Qualified Options");
(c) awards of stock in the Company ("Awards"); and (d) opportunities to make
direct purchases of stock in the Company ("Purchases"). Both ISOs and Non-
Qualified Options are referred to hereafter individually as an "Option" and
collectively as "Options." Options, Awards and authorizations to make Purchases
are referred to hereafter collectively as "Stock Rights." As used herein, the
terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary
corporation," respectively, as those terms are defined in Section 424 of the
Code.

     2.   Administration of the Plan.

          A.  Board or Committee Administration. The Plan shall be administered
     by the Board of Directors of the Company (the "Board") or by a committee
     appointed by the Board (the "Committee"); provided that the Plan shall be
     administered: (i) to the extent required by applicable regulations under
     Section 162(m) of the Code, by two or more "outside directors" (as defined
     in applicable regulations thereunder) and (ii) to the extent required by
     Rule 16b-3 promulgated under the Securities Exchange Act of 1934 or any
     successor provision ("Rule 16b-3"), by two or more independent directors
     appointed by and holding office at the pleasure of the Board, each of whom
     is both a "non-employee director" as defined by Rule 16b-3 and an "outside
     director" for purposes of Section 162(m) of the Code. Hereinafter, all
     references in this Plan to the "Committee" shall mean the Board if no
     Committee has been appointed. Subject to ratification of the grant or
     authorization of each Stock Right by the Board (if so required by
     applicable state law), and subject to the terms of the Plan, the Committee
     shall have the authority to (i) determine to whom (from among the class of
     employees eligible under paragraph 3 to receive ISOs) ISOs shall be
     granted, and to whom (from among the class of individuals and entities
     eligible under paragraph 3 to receive Non-Qualified Options and Awards and
     to make Purchases) Non-Qualified Options, Awards and authorizations to make
     Purchases may be granted; (ii) determine the time or times at which Options
     or Awards shall be granted or Purchases made; (iii) determine the purchase
     price of shares subject to each Option or Purchase, which prices shall not
     be less than the minimum price specified in paragraph 6; (iv) determine
     whether each Option granted shall be an ISO or a Non-Qualified Option; (v)
     determine (subject to paragraph 7) the time or times when each Option shall
     become exercisable and the duration of the exercise period; (vi) extend the
     period during which outstanding Options may be exercised; (vii) determine
     whether restrictions such as repurchase options are to be imposed on shares
     subject to Options, Awards and Purchases and the nature of such
     restrictions, if any, (viii) interpret the Plan
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     and prescribe and rescind rules and regulations relating to it and (ix) to
     amend any outstanding Stock Rights; provided that no such amendment shall
     effect the rights of optionees under the Plan without the written consent
     of such optionee. If the Committee determines to issue a Non-Qualified
     Option, it shall take whatever actions it deems necessary, under Section
     422 of the Code and the regulations promulgated thereunder, to ensure that
     such Option is not treated as an ISO. The interpretation and construction
     by the Committee of any provisions of the Plan or of any Stock Right
     granted under it shall be final unless otherwise determined by the Board.
     The Committee may from time to time adopt such rules and regulations for
     carrying out the Plan as it may deem advisable. No member of the Board or
     the Committee shall be liable for any action or determination made in good
     faith with respect to the Plan or any Stock Right granted under it.

          B.  Committee Actions. The Committee may select one of its members as
     its chairman, and shall hold meetings at such time and places as it may
     determine. A majority of the Committee shall constitute a quorum and acts
     of a majority of the members of the Committee at a meeting at which a
     quorum is present, or acts reduced to or and approved in writing by all the
     members of the Committee (if consistent with applicable state law), shall
     be the valid acts of the Committee. 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, or remove all members
     of the Committee and thereafter directly administer the Plan.

          C.  Grant of Stock Rights to Board Members. Stock Rights may be
     granted to members of the Board. All grants of Stock Rights to members of
     the Board shall in all other respects be made in accordance with the
     provisions of this Plan applicable to other eligible persons. Consistent
     with the provisions of the first sentence of paragraph 2(A) above, members
     of the Board who either (i) are eligible to receive grants of Stock Rights
     pursuant to the Plan or (ii) have been granted Stock Rights may vote on any
     matters affecting the administration of the Plan or the grant of any Stock
     Rights pursuant to the Plan, except that no such member shall act upon the
     granting to himself or herself of Stock Rights, but any such member may be
     counted in determining the existence of a quorum at any meeting of the
     Board during which action is taken with respect to the granting to such
     member of Stock Rights.

     3.   Eligible Employees and Others. ISOs may be granted only to employees
of the Company or any Related Company. Non-Qualified Options, Awards and
authorizations to make Purchases may be granted to any employee, officer or
director (whether or not also an employee) of the Company or any Related
Company. Non-Qualified Options, Awards and authorizations to make Purchases may
be also granted to consultants of the Company or any Related Company if, and
only if, (i) the consultant or adviser renders bona fide services to the Company
or any Related Company; (ii) the services rendered by the consultant or adviser
are not in connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market for
the securities of the Company or any Related Company; and (iii) the consultant
or adviser is a natural person who has contracted directly with the Company or
any Related Company to render such services. The granting of any

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Stock Right to any individual or entity shall neither entitle that individual or
entity to, nor disqualify such individual or entity from, participation in any
other grant of Stock Rights.

     4.   Stock Authorized for Issuance under the Plan.

          A.  Number of Shares.  The stock subject to Stock Rights shall be
     authorized but unissued shares of common stock of the Company, par value
     $.01 per share (the "Common Stock"), or shares of Common Stock reacquired
     by the Company in any manner. The aggregate number of shares which may be
     issued pursuant to the Plan is [______________], subject to adjustment as
     provided in paragraph 13. If any Stock Right granted under the Plan shall
     expire or terminate for any reason without having been exercised in full or
     shall cease for any reason to be exercisable in whole or in part or shall
     be repurchased by the Company, the shares of Common Stock subject to such
     Stock Right shall again be available for grants of Stock Rights under the
     Plan, provided however, that the cumulative number of such shares that may
     be so reissued under the Plan shall not exceed [______________].

          B.  Per Participant Limit.  Subject to adjustment as provided in
     paragraph 13, no participant in the Plan may be granted Stock Rights during
     any one fiscal year to purchase more than [_____________] shares of Common
     Stock.

     5.   Granting of Stock Rights.  Stock Rights may be granted after the
Plan is approved by the Board, and Stock Rights may no longer be granted after
the tenth (10th) anniversary of the date that the Plan is adopted by the Board.
The date of grant of a Stock Right under the Plan shall be the date specified by
the Committee at the time it grants the Stock Right; provided, however, that
such date shall not be prior to the date on which the Committee acts to approve
the grant.

     6.   Minimum Option Price; ISO Limitations.

          A.  Price for Non-Qualified Options, Awards and Purchases.  The
     exercise price per share specified in the agreement relating to each Non-
     Qualified Option granted, and the purchase price per share of stock granted
     in any Award or authorized as a Purchase, under the Plan shall in no event
     be less than the minimum legal consideration required therefor under the
     laws of any jurisdiction in which the Company or its successors in interest
     may be organized. Non-Qualified Options granted under the Plan, with an
     exercise price less than the fair market value per share of Common Stock on
     the date of grant, are intended to qualify as performance-based
     compensation under Section 162(m) of the Code and any applicable
     regulations thereunder. Any such Non-Qualified Options granted under the
     Plan shall be exercisable only upon the attainment of a pre-established,
     objective performance goal established by the Committee and subject to any
     additional limitations set forth in Section 162(m) of the Code, including
     all amendments thereto.

          B.  Price for ISOs.  The exercise price per share specified in
     the agreement relating to each ISO granted under the Plan shall not be less
     than the fair market value per share of Common Stock on the date of such
     grant. In the case of an ISO to be granted

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     to an employee owning stock possessing more than ten percent (10%) of the
     total combined voting power of all classes of stock of the Company or any
     Related Company, the price per share specified in the agreement relating to
     such ISO shall not be less than one hundred ten percent (110%) of the fair
     market value per share of Common Stock on the date of grant. For purposes
     of determining stock ownership under this paragraph, the rules of Section
     424(d) of the Code shall apply.

          C.  $100,000 Annual Limitation on ISO Vesting. Each eligible employee
     may be granted Options treated as ISOs only to the extent that, in the
     aggregate under this Plan and all incentive stock option plans of the
     Company and any Related Company, ISOs do not become exercisable for the
     first time by such employee during any calendar year with respect to stock
     having a fair market value (determined at the time the ISOs were granted)
     in excess of $100,000. The Company intends to designate any Options granted
     in excess of such limitation as Non-Qualified Options.

          D.  Determination of Fair Market Value. If, at the time an Option is
     granted under the Plan, the Company's Common Stock is publicly traded,
     "fair market value" shall be determined as of the date of grant or, if the
     prices or quotes discussed in this sentence are unavailable for such date,
     the last business day for which such prices or quotes are available prior
     to the date of grant and shall mean (i) the average (on that date) of the
     high and low prices of the Common Stock on the principal national
     securities exchange on which the Common Stock is traded, if the Common
     Stock is then traded on a national securities exchange; or (ii) the last
     reported sale price (on that date) of the Common Stock on the Nasdaq
     National Market, if the Common Stock is not then traded on a national
     securities exchange; or (iii) the closing bid price (or average of bid
     prices) last quoted (on that date) by an established quotation service for
     over-the-counter securities, if the Common Stock is not reported on the
     Nasdaq National Market. If the Common Stock is not publicly traded at the
     time an Option is granted under the Plan, "fair market value" shall mean
     the fair value of the Common Stock as determined by the Committee after
     taking into consideration all factors which it deems appropriate,
     including, without limitation, recent sale and offer prices of the Common
     Stock in private transactions negotiated at arm's length.

     7.  Option Duration.  Subject to earlier termination as provided in
paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i) ten
years from the date of grant in the case of Options generally, and (ii) five
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Company, as determined
under paragraph 6(B). Subject to earlier termination as provided in paragraphs 9
and 10, the term of each ISO shall be the term set forth in the original
instrument granting such ISO, except with respect to any part of such ISO that
is converted into a Non-Qualified Option pursuant to paragraph 17.

     8.  Exercise of Option.  Subject to the provisions of paragraphs 9
through 12, each Option granted under the Plan shall be exercisable as follows:

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          A.  Vesting.  The Option shall either be fully exercisable on the date
     of grant or shall become exercisable thereafter in such installments as the
     Committee may specify.

          B.  Full Vesting of Installments.  Once an installment becomes
     exercisable it shall remain exercisable until expiration or termination of
     the Option, unless otherwise specified by the Committee.

          C.  Partial Exercise.  Each Option or installment may be exercised at
     any time or from time to time, in whole or in part, for up to the total
     number of shares with respect to which it is then exercisable.

          D.  Acceleration of Vesting.  The Committee shall have the right to
     accelerate the date that any installment of any Option becomes exercisable;
     provided that the Committee shall not, without the consent of an optionee,
     accelerate the permitted exercise date of any installment of any Option
     granted to any employee as an ISO (and not previously converted into a Non-
     Qualified Option pursuant to paragraph 17) if such acceleration would
     violate the annual vesting limitation contained in Section 422(d) of the
     Code, as described in paragraph 6(C).

     9.   Termination of Employment. Unless otherwise specified in the agreement
relating to such ISO, if an ISO optionee ceases to be employed by the Company
and all Related Companies other than by reason of death or disability as defined
in paragraph 10, no further installments of his or her ISOs shall become
exercisable, and his or her ISOs shall terminate on the earlier of (a) ninety
(90) days after the date of termination of his or her employment, or (b) their
specified expiration dates, except to the extent that such ISOs (or unexercised
installments thereof) have been converted into Non-Qualified Options pursuant to
paragraph 17. For purposes of this paragraph 9, employment shall be considered
as continuing uninterrupted during any bona fide leave of absence (such as those
attributable to illness, military obligations or governmental service); provided
that the period of such leave does not exceed 90 days or, if longer, any period
during which such optionee's right to reemployment is guaranteed by statute. A
bona fide leave of absence with the written approval of the Committee shall not
be considered an interruption of employment under this paragraph 9, provided
that such written approval contractually obligates the Company or any Related
Company to continue the employment of the optionee after the approved period of
absence. ISOs granted under the Plan shall not be affected by any change of
employment within or among the Company and Related Companies, so long as the
optionee continues to be an employee of the Company or any Related Company.
Nothing in the Plan shall be deemed to give any grantee of any Stock Right the
right to be retained in employment or other service by the Company or any
Related Company for any period of time.

     10.  Death; Disability.

          A.  Death.  If an ISO optionee ceases to be employed by the
     Company and all Related Companies by reason of his or her death, any ISO
     owned by such optionee may be exercised, to the extent otherwise
     exercisable on the date of death, by the estate, personal representative or
     beneficiary who has acquired the ISO by will or by the laws of

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     descent and distribution, until the earlier of (i) the specified expiration
     date of the ISO or (ii) 180 days from the date of the optionee's death.

          B.  Disability.  If an ISO optionee ceases to be employed by the
     Company and all Related Companies by reason of his or her disability, such
     optionee shall have the right to exercise any ISO held by him or her on the
     date of termination of employment, for the number of shares for which he or
     she could have exercised it on that date, until the earlier of (i) the
     specified expiration date of the ISO or (ii) 180 days from the date of the
     termination of the optionee's employment. For the purposes of the Plan, the
     term "disability" shall mean "permanent and total disability" as defined in
     Section 22(e)(3) of the Code or any successor statute.

     11.  Assignability.  No Stock Right shall be assignable or transferable by
the grantee except by will, by the laws of descent and distribution. Except as
set forth in the previous sentence, during the lifetime of a grantee each Stock
Right shall be exercisable only by such grantee.

     12.  Terms and Conditions of Options.  Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any Non-
Qualified Option shall be subject to the restrictions set forth herein with
respect to ISOs, or to such other termination and cancellation provisions as the
Committee may determine. The Committee may from time to time confer authority
and responsibility on one or more of its own members and/or one or more officers
of the Company to execute and deliver such instruments. The proper officers of
the Company are authorized and directed to take any and all action necessary or
advisable from time to time to carry out the terms of such instruments.

     13.  Adjustments.  Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such Option:

          A.  Stock Dividends and Stock Splits.  If the shares of Common Stock
     shall be subdivided or combined into a greater or smaller number of shares
     or if the Company shall issue any shares of Common Stock as a stock
     dividend on its outstanding Common Stock, the number of shares of Common
     Stock deliverable upon the exercise of Options shall be appropriately
     increased or decreased proportionately, and appropriate adjustments shall
     be made in the purchase price per share to reflect such subdivision,
     combination or stock dividend.

          B.  Consolidations or Mergers.  If the Company is to be consolidated
     with or acquired by another entity in a merger or other reorganization in
     which the holders of the outstanding voting stock of the Company
     immediately preceding the consummation of such event, shall, immediately
     following such event, hold, as a group, less than a

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     majority of the voting securities of the surviving or successor entity, or
     in the event of a sale of all or substantially all of the Company's assets
     or otherwise (each, an "Acquisition"), the Committee or the board of
     directors of any entity assuming the obligations of the Company hereunder
     (the "Successor Board"), shall, as to outstanding Options, either (i) make
     appropriate provision for the continuation of such Options by substituting
     on an equitable basis for the shares then subject to such Options either
     (a) the consideration payable with respect to the outstanding shares of
     Common Stock in connection with the Acquisition, (b) shares of stock of the
     surviving or successor corporation or (c) such other securities as the
     Successor Board deems appropriate, the fair market value of which shall not
     materially exceed the fair market value of the shares of Common Stock
     subject to such Options immediately preceding the Acquisition; or (ii) upon
     written notice to the optionees, provide that all Options must be
     exercised, to the extent then exercisable or to be exercisable as a result
     of the Acquisition, within a specified number of days of the date of such
     notice, at the end of which period the Options shall terminate; or (iii)
     terminate all Options in exchange for a cash payment equal to the excess of
     the fair market value of the shares subject to such Options (to the extent
     then exercisable or to be exercisable as a result of the Acquisition) over
     the exercise price thereof.

          C.  Recapitalization or Reorganization.  In the event of a
     recapitalization or reorganization of the Company (other than a transaction
     described in subparagraph B above) pursuant to which securities of the
     Company or of another corporation are issued with respect to the
     outstanding shares of Common Stock, an optionee upon exercising an Option
     shall be entitled to receive for the purchase price paid upon such exercise
     the securities he or she would have received if he or she had exercised
     such Option prior to such recapitalization or reorganization.

          D.  Modification of ISOs.  Notwithstanding the foregoing, any
     adjustments made pursuant to subparagraphs A, B or C with respect to ISOs
     shall be made only after the Committee, after consulting with counsel for
     the Company, determines whether such adjustments would constitute a
     "modification" of such ISOs (as that term is defined in Section 424 of the
     Code) or would cause any adverse tax consequences for the holders of such
     ISOs. If the Committee determines that such adjustments made with respect
     to ISOs would constitute a modification of such ISOs or would cause adverse
     tax consequences to the holders, it may refrain from making such
     adjustments.

          E.  Dissolution or Liquidation.  In the event of the proposed
     dissolution or liquidation of the Company, each Option shall terminate
     immediately prior to the consummation of such proposed action or at such
     other time and subject to such other conditions as shall be determined by
     the Committee.

          F.  Issuances of Securities.  Except as expressly provided herein, no
     issuance by the Company of shares of stock of any class, or securities
     convertible into shares of stock of any class, shall affect, and no
     adjustment by reason thereof shall be made with respect to, the number or
     price of shares subject to Options. No adjustments

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     shall be made for dividends paid in cash or in property other than
     securities of the Company.

          G.  Fractional Shares.  No fractional shares shall be issued under the
     Plan and the optionee shall receive from the Company cash in lieu of such
     fractional shares.

          H.  Adjustments.  Upon the happening of any of the events described in
     subparagraphs A, B or C above, the class and aggregate number of shares set
     forth in paragraph 4 hereof that are subject to Stock Rights which
     previously have been or subsequently may be granted under the Plan shall
     also be appropriately adjusted to reflect the events described in such
     subparagraphs. The Committee or the Successor Board shall determine the
     specific adjustments to be made under this paragraph 13 and, subject to
     paragraph 2, its determination shall be conclusive.

     14.  Means of Exercising Options. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify the
number of shares as to which such Option is being exercised, accompanied by full
payment of the purchase price therefor either (a) in United States dollars in
cash or by check, (b) at the discretion of the Committee, through delivery of
shares of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Option, (c) at the discretion of the
Committee, by delivery of the grantee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, (d) at the discretion
of the Committee and consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of the Common Stock acquired upon exercise of the Option and an authorization to
the broker or selling agent to pay that amount to the Company, which sale shall
be at the participant's direction at the time of exercise, or (e) at the
discretion of the Committee, by any combination of (a), (b), (c) and (d) above.
If the Committee exercises its discretion to permit payment of the exercise
price of an ISO by means of the methods set forth in clauses (b), (c), (d) or
(e) of the preceding sentence, such discretion shall be exercised in writing at
the time of the grant of the ISO in question. The holder of an Option shall not
have the rights of a shareholder with respect to the shares covered by such
Option until the date of issuance of a stock certificate to such holder for such
shares. Except as expressly provided above in paragraph 13 with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.

     15.  Conditions on Delivery of Stock. The Company shall not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the optionee has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

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     16.  Term and Amendment of Plan.  This Plan shall be submitted for the
approval of the Company's stockholders within twelve months after the date of
the Board's initial approval of the Plan. The Plan shall expire after the 10th
anniversary of the date that the Plan is approved by the Board (except as to
Options outstanding on that date).

               The Board may at any time wholly or partially amend, alter,
          suspend or terminate the Plan. However, without approval of the
          Company's stockholders given within twelve (12) months before or after
          action by the Board, no action of the Board may, except as provided in
          paragraph 13, increase the limits imposed in paragraph 4 on the
          maximum number of shares which may be issued under the Plan or extend
          the term of the Plan under this paragraph 16.

               The Board shall obtain stockholder approval of any Plan amendment
          to the extent necessary and desirable to comply with applicable tax
          laws.

     No amendment, alteration, suspension or termination of the Plan shall
impair the rights of any optionee, unless mutually agreed otherwise between the
optionee and the Company, which agreement must be in writing and signed by the
optionee and the Company. Termination of the Plan shall not affect the
Committee's ability to exercise the powers granted to it hereunder with respect
to Stock Rights granted or awarded under the Plan prior to the date of such
termination.

     17.  Conversion of ISOs into Non-Qualified Options.  The Committee, at the
written request or with the written consent of any optionee, may in its
discretion take such actions as may be necessary to convert such optionee's ISOs
(or any installments or portions of installments thereof) that have not been
exercised on the date of conversion into Non-Qualified Options at any time prior
to the expiration of such ISOs, regardless of whether the optionee is an
employee of the Company or a Related Company at the time of such conversion.
Such actions may include, but shall not be limited to, extending the exercise
period or reducing the exercise price of the appropriate installments of such
ISOs. At the time of such conversion, the Committee (with the consent of the
optionee) may impose such conditions on the exercise of the resulting Non-
Qualified Options as the Committee in its discretion may determine, provided
that such conditions shall not be inconsistent with this Plan. Nothing in the
Plan shall be deemed to give any optionee the right to have such optionee's ISOs
converted into Non-Qualified Options, and no such conversion shall occur until
and unless the Committee takes appropriate action.

     18.  Application of Funds.  The proceeds received by the Company from the
sale of shares pursuant to Options granted and Purchases authorized under the
Plan shall be used for general corporate purposes.

     19.  Notice to Company of Disqualifying Disposition.  By accepting an ISO
granted under the Plan, each optionee agrees to notify the Company in writing
immediately after such optionee makes a Disqualifying Disposition (as described
in Sections 421, 422 and 424 of the Code and regulations thereunder) of any
stock acquired pursuant to the exercise of ISOs granted under the Plan. A
Disqualifying Disposition is generally any disposition occurring on or

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before the later of (a) the date two years following the date the ISO was
granted or (b) the date one year following the date the ISO was exercised.

     20.  Withholding of Additional Income Taxes. Upon the exercise of a Non-
Qualified Option, the grant of an Award, the making of a Purchase of Common
Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in paragraph 19), the vesting or transfer of restricted
stock or securities acquired on the exercise of an Option hereunder, or the
making of a distribution or other payment with respect to such stock or
securities, the Company may withhold taxes in respect of amounts that constitute
compensation includible in gross income. The Committee in its discretion may
condition (i) the exercise of an Option, (ii) the grant of an Award, (iii) the
making of a Purchase of Common Stock for less than its fair market value, or
(iv) the vesting or transferability of restricted stock or securities acquired
by exercising an Option, on the grantee's making satisfactory arrangement for
such withholding. Such arrangement may include payment by the grantee in cash or
by check of the amount of the withholding taxes or, at the discretion of the
Committee, by the grantee's delivery of previously held shares of Common Stock
or the withholding from the shares of Common Stock otherwise deliverable upon
exercise of a Option shares having an aggregate fair market value equal to the
amount of such withholding taxes. Notwithstanding any other provision of the
Plan, the number of shares of Common Stock which may be withheld upon the
exercise or vesting of any right under the Plan, or which may be repurchased
from the participant within six months after such shares were acquired by the
participant from the Company, in order to satisfy the participant's federal and
state income and payroll tax liabilities with respect to the exercise or vesting
of the right shall be limited to the number of shares which have a fair market
value equal to the aggregate amount of such liabilities based on the minimum
statutory withholding rates for federal and state tax income and payroll tax
purposes that are applicable to such supplemental taxable income.

     21.  No Right To Employment or Other Status.  No person shall have any
claim or right to be granted a Stock Right, and the grant of a Stock Right shall
not be construed as giving the grantee the right to continued employment or any
other relationship with the Company. The Company expressly reserves the right at
any time to dismiss or otherwise terminate its relationship with a grantee free
from any liability or claim under the Plan.

     22.  Governmental Regulation.  The Company's obligation to sell and deliver
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares. Government regulations may impose reporting or other
obligations on the Company with respect to the Plan. For example, the Company
may be required to send tax information statements to employees and former
employees that exercise ISOs under the Plan, and the Company may be required to
file tax information returns reporting the income received by grantees of
Options in connection with the Plan.

     23.  Governing Law.  The validity and construction of the Plan and the
instruments evidencing Options shall be governed by the laws of the state of
Delaware.

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