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                                                                    EXHIBIT 10.3

                             GREENFIELD ONLINE, INC.

                           2004 EQUITY INCENTIVE PLAN

                      AS APPROVED BY THE BOARD OF DIRECTORS
                    ON _______, 2004 AND GREENFIELD ONLINE'S
                           STOCKHOLDERS ON _____, 2004

1.    PURPOSES.

      (A) GENERAL PURPOSE. The Company, by means of the Plan, seeks to retain
the services of Eligible Recipients, to secure and retain the services of new
members of this group and to provide incentives for such persons to exert
maximum efforts for the success of the Company, its parents and subsidiaries.

      (B) AVAILABLE STOCK AWARDS. The purpose of the Plan is to provide a means
by which Eligible Recipients may be given an opportunity to benefit from
increases in value of the Common Stock through the granting of the following
Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options,
(iii) stock bonuses, (iv) restricted stock grants, and (v) Stock Appreciation
Rights.

2.    DEFINITIONS.

      (A) "AFFILIATE" means any parent corporation or subsidiary corporation of
the Company, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

      (B) "BOARD" means the Board of Directors of the Company.

      (C) "CHANGE IN CONTROL" means (i) the consummation of a merger or
consolidation of the Company with or into another entity or any other corporate
reorganization, if more than 50% of the combined voting power of the continuing
or surviving entity's securities outstanding immediately after such merger,
consolidation or other reorganization is owned by persons who were not
stockholders of the Company immediately prior to such merger, consolidation or
other reorganization; or (ii) the sale, transfer or other disposition of all or
substantially all of the Company's assets. A transaction shall not constitute a
Change in Control if its sole purpose is to change the state of the Company's
incorporation or to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company's securities
immediately before such transaction.

      (D) "CODE" means the Internal Revenue Code of 1986, as amended.

      (E) "COMMITTEE" means a committee of one or more members of the Board
appointed by the Board in accordance with subsection 3(c).

      (F) "COMMON STOCK" means the common stock of the Company.

      (G) "COMPANY" means Greenfield Online, Inc., a Delaware corporation.
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      (H) "CONSULTANT" means any person, including an advisor, (i) engaged by
the Company or an Affiliate to render consulting or advisory services and who is
compensated for such services, including members of any advisory board
constituted by the Company, or (ii) who is a member of the Board of Directors of
an Affiliate. However, the term "Consultant" shall not include either Directors
who are not compensated by the Company for their services as Directors or
Directors who are merely paid a director's fee by the Company for their services
as Directors.

      (I) "CONTINUOUS SERVICE" means, with respect to Employees, service with
the Company or an Affiliate that is not interrupted or terminated. With respect
to Directors or Consultants, Continuous Service means service with the Company,
or a parent or subsidiary of the Company (as those terms are defined under Rule
405 of Regulation C promulgated under the Securities Act), whether as a Director
or Consultant, that is not interrupted or terminated. The Board or the chief
executive officer of the Company, in that party's sole discretion, may determine
whether Continuous Service shall be considered interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or
any other personal leave.

      (J) "COVERED EMPLOYEE" means the chief executive officer and the four (4)
other highest compensated officers of the Company for whom total compensation is
required to be reported to stockholders under the Exchange Act, as determined
for purposes of Section 162(m) of the Code.

      (K) "DIRECTOR" means a member of the Board of Directors of the Company.

      (L) "DISABILITY" means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code.

      (M) "ELIGIBLE RECIPIENT" means any Employee, Director or Consultant of the
Company or any Employee, Director or Consultant of a parent or subsidiary of the
Company, as those terms are defined under Rule 405 of Regulation C promulgated
under the Securities Act.

      (N) "EMPLOYEE" means any person employed by the Company or an Affiliate.
Mere service as a Director or payment of a director's fee by the Company or an
Affiliate shall not be sufficient to constitute "employment" by the Company or
an Affiliate.

      (O) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended

      (P) "EXECUTIVE OFFICER" means an executive officer within the meaning of
NASD Rule 4350(c), or any successor rule, as in effect from time to time.

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

            (I) If the Common Stock is listed on any established stock exchange
or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair
Market Value of a share of Common Stock shall be the closing sale price for such
stock (or the closing bid, if no sale was reported) as quoted on such exchange
or market (or the exchange or market with the greatest volume of trading in the
Common Stock) on the day of determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable.

            (II) In the absence of such markets for the Common Stock, the Fair
Market Value shall be determined in good faith by the Board.
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      (R) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

      (S) "INDEPENDENT DIRECTOR" means an independent director as defined in
NASD Rule 4200(a)(15), or any successor rule, as in effect from time to time.

      (T) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or a subsidiary, does
not receive compensation (directly or indirectly) from the Company or its parent
or a subsidiary for services rendered as a consultant or in any capacity other
than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K), does not possess an interest in
any other transaction as to which disclosure would be required under Item 404(a)
of Regulation S-K and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K, or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.

      (U) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.

      (V) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

      (W) "OPTION" means a stock option granted pursuant to Section 6 of the
Plan.

      (X) "OPTION AGREEMENT" means a written agreement between the Company and
an Optionholder evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

      (Y) "OPTIONHOLDER" means a person to whom an Option is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Option.

      (Z) "OUTSIDE DIRECTOR" means a Director who either (i) is not a current
employee of the Company or an "affiliated corporation" (within the meaning of
Treasury Regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director, or (ii) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.

      (AA) "PARTICIPANT" means a person to whom a Stock Award is granted
pursuant to the Plan or, if applicable, such other person who holds an
outstanding Stock Award.

      (BB) "PLAN" means this 2004 Equity Incentive Plan, as amended from time to
time.

      (CC) "REGULATION S-K" means Regulation S-K promulgated pursuant to the
Securities Act, as in effect from time to time.

      (DD) "REPURCHASE BLACKOUT PERIOD" means six (6) months from the date the
Common Stock relating to a Stock Award is issued to the Participant or, in the
case of a Stock Award with
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vesting restrictions, six (6) months from the vesting date or, in any case, such
longer or shorter period of time as required to avoid a variable charge to
earnings for financial accounting purposes.

      (EE) "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor to Rule 16b-3, as in effect from time to time.

      (FF) "SECURITIES ACT" means the Securities Act of 1933, as amended.

      (GG) "STOCK APPRECIATION RIGHT" means the right to receive appreciation in
the Common Stock pursuant to the provisions of Section 7(c) of the Plan.

      (HH) "STOCK AWARD" means any right granted under the Plan, including an
Option, a stock bonus, a stock appreciation right and restricted stock grant.

      (II) "STOCK AWARD AGREEMENT" means a written agreement between the Company
and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

      (JJ) "TEN PERCENT SHAREHOLDER" means a person who owns (or is deemed to
own pursuant to Section 424(d) of the Code) stock comprising more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of any of its Affiliates.

3.    ADMINISTRATION.

      (A) ADMINISTRATION BY BOARD. The Board shall administer the Plan unless
and until the Board delegates administration to a Committee, as provided in
subsection 3(c). Whether or not the Board has delegated administration, the
Board shall have the final power to determine all questions of policy and
expediency that may arise in the administration of the Plan.

      (B) POWERS OF BOARD. The Board (or the Committee) shall have the power,
subject to, and within the limitations of, the express provisions of the Plan:

            (I) To determine from time to time which of the persons eligible
under the Plan shall be granted Stock Awards; when and how each Stock Award
shall be granted; what type or combination of types of Stock Award shall be
granted; the provisions of each Stock Award granted (which need not be
identical), including the time or times when a person shall be permitted to
receive Common Stock pursuant to a Stock Award; and the number of shares of
Common Stock with respect to which a Stock Award shall be granted to each such
person.

            (II) To construe and interpret the Plan and Stock Awards granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.

            (III) To amend the Plan or a Stock Award as provided in Section 13.

            (IV) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company that are not in conflict with the provisions of the Plan.
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      (C) DELEGATION TO COMMITTEE. The Board may delegate administration of the
Plan to a Committee of two (2) or more members of the Board, each of whom must
qualify as a Non-Employee Director, Outside Director, and Independent Director.
If administration is delegated to such a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, including the power to delegate to a subcommittee any of the
administrative powers the Committee is authorized to exercise (and references in
this Plan to the Board shall thereafter be deemed to be to the Committee or
subcommittee, as appropriate), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. Notwithstanding the foregoing, only a Committee may grant
Stock Awards to (i) senior executives of the Company who are subject to Section
16 of the Exchange Act, (ii) Employees that are "covered employees" within the
meaning of Section 162(m) and the regulations promulgated thereunder, or (iii)
the chief executive officer or any other Executive Officer. The Board may
abolish the Committee, or any subcommittee, at any time and revest in the Board
the administration of the Plan.

      (D) EFFECT OF BOARD'S DECISION. All determinations, interpretations and
constructions made by the Board in good faith shall not be subject to review by
any person and shall be final, binding and conclusive on all persons.

4.    SHARES SUBJECT TO THE PLAN.

      (A) SHARE RESERVE. Subject to the provisions of Section 12 relating to
adjustments upon changes in Common Stock, the Common Stock that may be issued
pursuant to Stock Awards shall not exceed in the aggregate 11,000,000 plus the
1999 Plan Shares (as defined below), but in no event will the aggregate number
of such shares exceed ten (10) percent (%) of the Company's outstanding capital
stock at the time of its initial public offering on a Fully Diluted Basis. Fully
Diluted Basis shall mean the total number of shares of Common Stock assuming the
exercise or conversion of all outstanding options, warrants or other securities
convertible into or exchangeable for Common Stock.. The shares that may be
issuable under incentive stock options shall be limited to the above maximum
number of shares reserved under the Plan.

      (B) REVERSION OF SHARES TO THE SHARE RESERVE. If any Stock Award granted
under the Plan or under the Company's Amended and Restated 1999 Stock Option
Plan shall for any reason expire or otherwise terminate, in whole or in part,
without having been exercised in full, or if any shares of Common Stock issued
to a Participant pursuant to a Stock Award granted under the Plan or under the
Company's Amended and Restated 1999 Stock Option Plan are forfeited back to or
repurchased by the Company, including, but not limited to, any repurchase or
forfeiture caused by the failure to meet a contingency or condition required for
the vesting or exercise of such shares, then the shares of Common Stock not
acquired under such Stock Award (the "1999 Plan Shares"), shall become available
for issuance under the Plan. If any shares subject to a Stock Award are not
delivered to a Participant because such shares are withheld for the payment of
taxes, then the number of shares that are not delivered shall revert to and
again become available for issuance under the Plan. If the exercise price of any
Stock Award is satisfied by tendering shares of Common Stock held by the
Participant, then the number of such tendered shares shall revert to and again
become available for issuance under the Plan.

      (C) SOURCE OF SHARES. The shares of Common Stock subject to the Plan may
be unissued shares or reacquired shares, bought on the market or otherwise.
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5.    ELIGIBILITY.

      (A) ELIGIBILITY FOR SPECIFIC STOCK AWARDS. Incentive Stock Options may be
granted only to Employees. Stock Awards other than Incentive Stock Options may
be granted to Eligible Recipients.

      (B) TEN PERCENT SHAREHOLDERS. A Ten Percent Shareholder shall not be
granted an Incentive Stock Option unless the exercise price of such Option is at
least one hundred ten percent (110%) of the Fair Market Value of the Common
Stock at the date of grant and the Option is not exercisable after the
expiration of five (5) years from the date of grant.

      (C) CONSULTANTS. A Consultant shall not be eligible for the grant of a
Stock Award if, at the time of grant, a Form S-8 Registration Statement under
the Securities Act ("Form S-8") is not available to register either the offer or
the sale of the Company's securities to such Consultant because of the nature of
the services that the Consultant is providing to the Company, or because the
Consultant is not a natural person, or as otherwise provided by the rules
governing the use of Form S-8, unless the Company determines both (i) that such
grant (A) shall be registered in another manner under the Securities Act (e.g.,
on a Form S-3 Registration Statement) or (B) does not require registration under
the Securities Act in order to comply with the requirements of the Securities
Act, if applicable, and (ii) that such grant complies with the securities laws
of all other relevant jurisdictions. Form S-8 generally is available to
consultants and advisors only if (i) they are natural persons, (ii) they provide
bona fide services to the issuer, its parents, its majority-owned subsidiaries
or majority-owned subsidiaries of the issuer's parent, and (iii) the services
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 issuer's securities.

      (D) FOREIGN PARTICIPANTS. Notwithstanding any provision of the Plan to the
contrary, in order to comply with the laws in other countries in which the
Company and its subsidiaries operate or have Employees, Directors or
Consultants, the Board, in its sole discretion, shall have the power and
authority to: (i) determine which subsidiaries shall be covered by the Plan;
(ii) determine which Employees, Directors or Consultants outside the United
States are eligible to participate in the Plan; (iii) modify the terms and
conditions of any Stock Award granted to Employees, Directors or Consultants
outside the United States to comply with applicable foreign laws; (iv) establish
subplans and modify exercise procedures and other terms and procedures, to the
extent such actions may be necessary or advisable (any such subplans and/or
modifications shall be attached to this subplan as appendices); provided,
however, that no such subplans and/or modifications shall increase the number of
shares reserved for the Plan as set forth in Section 4 of the Plan; and (v) take
any action, before or after a Stock Award is made, that it deems advisable to
obtain approval or comply with any applicable foreign laws.

6.    OPTION PROVISIONS.

      Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of
grant, and, if certificates are issued, a separate certificate or certificates
will be issued for shares of Common Stock purchased on exercise of each type of
Option. The provisions of separate Options need not be identical, but each
Option shall include (through incorporation of provisions hereof by reference in
the Option Agreement or otherwise) the substance of each of the following
provisions:
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      (A) TERM. Subject to the provisions of subsection 5(b) regarding Ten
Percent Shareholders, no Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.

      (B) EXERCISE PRICE OF AN INCENTIVE STOCK OPTION. Subject to the provisions
of subsection 5(b) regarding Ten Percent Shareholders, the exercise price of
each Incentive Stock Option shall be not less than one hundred percent (100%) of
the Fair Market Value of the Common Stock subject to the Option on the date the
Option is granted. Notwithstanding the foregoing, an Incentive Stock Option may
be granted with an exercise price lower than that set forth in the preceding
sentence if such Option is granted pursuant to an assumption or substitution for
another option in a manner satisfying the provisions of Section 424(a) of the
Code.

      (C) EXERCISE PRICE OF A NONSTATUTORY STOCK OPTION. The exercise price of
Nonstatutory Stock Options shall be determined by the Board. However, the
exercise price of each Nonstatutory Stock Option that is intended to qualify as
performance-based compensation within the meaning of the Treasury Regulations
promulgated under Section 162(m) of the Code shall be not less than one hundred
percent (100%) of the Fair Market Value of the Common Stock subject to the
Option on the date the Option is granted.

      (D) CONSIDERATION. The purchase price of Common Stock acquired pursuant to
an Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised, or (ii) at
the discretion of the Board at the time of the grant of the Option (or
subsequently in the case of a Nonstatutory Stock Option) (A) by delivery to the
Company of other Common Stock, (B) according to a deferred payment or other
similar arrangement with the Optionholder, (C) pursuant to a cashless exercise
program implemented by the Company in connection with the Plan, or (D) in any
other form of legal consideration that may be acceptable to the Board. Unless
otherwise specifically provided in the Option Agreement, the purchase price of
Common Stock acquired pursuant to an Option that is paid by delivery to the
Company of other Common Stock acquired, directly or indirectly from the Company,
shall be paid only by shares of the Common Stock of the Company that have been
held for more than six (6) months (or such longer or shorter period of time
required to avoid a charge to earnings for financial accounting purposes).

      In the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the minimum rate of
interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.

      (E) TRANSFERABILITY OF AN INCENTIVE STOCK OPTION. 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 Optionholder
only by the Optionholder. Notwithstanding the foregoing, the Optionholder may,
by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the
Optionholder, shall thereafter be entitled to exercise the Option.

      (F) TRANSFERABILITY OF A NONSTATUTORY STOCK OPTION. A Nonstatutory Stock
Option shall be transferable only to the extent provided in the Option Agreement
(subject to applicable securities laws). Notwithstanding the foregoing, the
Optionholder may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the
death of the Optionholder, shall thereafter be entitled to exercise the Option.
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      (G) VESTING GENERALLY. The total number of shares of Common Stock subject
to an Option may, but need not, vest and therefore become exercisable in
periodic installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem appropriate. The vesting provisions of individual Options may vary. The
provisions of this subsection 6(g) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to which an Option may
be exercised.

      (H) TERMINATION OF CONTINUOUS SERVICE. In the event an Optionholder's
Continuous Service terminates (other than upon the Optionholder's death or
Disability), the Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise such Option as of the date of
termination) but only within such period of time ending on the earlier of (i)
the date three (3) months following the termination of the Optionholder's
Continuous Service (or, except with respect to Incentive Stock Options, such
longer or shorter period specified in the Option Agreement), or (ii) the
expiration of the term of the Option as set forth in the Option Agreement. If,
after termination, the Optionholder does not exercise his or her Option within
the time specified in the Option Agreement, the Option shall terminate.

      (I) EXTENSION OF TERMINATION DATE. Except with respect to Incentive Stock
Options, an Optionholder's Option Agreement may also provide that if the
exercise of the Option following the termination of the Optionholder's
Continuous Service (other than upon the Optionholder's death or Disability)
would be prohibited at any time solely because the issuance of shares of Common
Stock would violate the registration requirements under the Securities Act, then
the Option shall terminate on the earlier of (i) the expiration of the term of
the Option set forth in subsection 6(a), or (ii) the expiration of a period of
three (3) months after the termination of the Optionholder's Continuous Service
during which the exercise of the Option would not be in violation of such
registration requirements.

      (J) DISABILITY OF OPTIONHOLDER. In the event that an Optionholder's
Continuous Service terminates as a result of the Optionholder's Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination), but only
within such period of time ending on the earlier of (i) the date twelve (12)
months following such termination (or, except with respect to Incentive Stock
Options, such longer or shorter period specified in the Option Agreement) or
(ii) the expiration of the term of the Option as set forth in the Option
Agreement. If, after termination, the Optionholder does not exercise his or her
Option within the time specified herein, the Option shall terminate.

      (K) DEATH OF OPTIONHOLDER. In the event (i) an Optionholder's Continuous
Service terminates as a result of the Optionholder's death or (ii) the
Optionholder dies within the period (if any) specified in the Option Agreement
after the termination of the Optionholder's Continuous Service for a reason
other than death, then the Option may be exercised (to the extent the
Optionholder was entitled to exercise such Option as of the date of death) by
the Optionholder's estate, by a person who acquired the right to exercise the
Option by bequest or inheritance or by a person designated to exercise the
option upon the Optionholder's death pursuant to subsection 6(e) or 6(f), but
only within the period ending on the earlier of (A) the date eighteen (18)
months following the date of death (or, except with respect to Incentive Stock
Options, such longer or shorter period specified in the Option Agreement) or (B)
the expiration of the term of such Option as set forth in the Option Agreement.
If, after death, the Option is not exercised within the time specified herein,
the Option shall terminate.
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      (L) EARLY EXERCISE. The Option may, but need not, include a provision
whereby the Optionholder may elect at any time before the Optionholder's
Continuous Service terminates to exercise the Option as to any part or all of
the shares of Common Stock subject to the Option prior to the full vesting of
the Option. The early purchase of any unvested shares of Common Stock will be
pursuant to an Early Exercise Stock Purchase Agreement which may provide for a
repurchase option in favor of the Company and other restrictions the Board
determines to be appropriate. Any repurchase option so provided for will be
subject to the repurchase provisions set forth in Section 11(g) herein.

      (M) RE-LOAD OPTIONS.

            (I) Without in any way limiting the authority of the Board to make
or not to make grants of Options hereunder, the Board shall have the authority
(but not an obligation) to include as part of any Option Agreement a provision
entitling the Optionholder to a further Option (a "Re-Load Option") in the event
the Optionholder exercises the Option evidenced by the Option Agreement, in
whole or in part, by surrendering other shares of Common Stock in accordance
with this Plan and the terms and conditions of the Option Agreement. Unless
otherwise specifically provided in the Option Agreement, the Optionholder shall
not surrender shares of Common Stock acquired, directly or indirectly from the
Company, unless such shares have been held for more than six (6) months (or such
longer or shorter period of time required to avoid a charge to earnings for
financial accounting purposes).

            (II) Any such Re-Load Option shall (i) provide for a number of
shares of Common Stock equal to the number of shares of Common Stock surrendered
as part or all of the exercise price of such Option, (ii) have an expiration
date which is the same as the expiration date of the Option the exercise of
which gave rise to such Re-Load Option, and (iii) have an exercise price which
is equal to one hundred percent (100%) of the Fair Market Value of the Common
Stock subject to the Re-Load Option on the date of exercise of the original
Option. Notwithstanding the foregoing, a Re-Load Option shall be subject to the
same exercise price and term provisions heretofore described for Options under
the Plan.

      Any such Re-Load Option may be an Incentive Stock Option or a Nonstatutory
Stock Option, as the Board may designate at the time of the grant of the
original Option; provided, however, that the designation of any Re-Load Option
as an Incentive Stock Option shall be subject to the one hundred thousand dollar
($100,000) annual limitation on the exercisability of Incentive Stock Options
described in subsection 11(d) of the Plan and in Section 422(d) of the Code.
There shall be no Re-Load Options on a Re-Load Option. Any such Re-Load Option
shall be subject to the availability of sufficient shares of Common Stock under
subsection 4(a) and shall be subject to such other terms and conditions as the
Board may determine that are not inconsistent with the express provisions of the
Plan regarding the terms of Options.

7.    PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.

      (A) STOCK BONUS AWARDS. Grants of stock bonus awards shall be pursuant to
stock bonus agreements. Each stock bonus agreement shall be in such form and
shall contain such terms and conditions as the Board shall deem appropriate. The
terms and conditions of stock bonus agreements may change from time to time, and
the terms and conditions of separate stock bonus agreements need not be
identical, but each stock bonus agreement shall include (through incorporation
of provisions hereof by reference in the agreement or otherwise) the substance
of each of the following provisions:
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            (I) CONSIDERATION. A stock bonus may be awarded in consideration for
past services rendered to the Company or an Affiliate for its benefit.

            (II) VESTING; RIGHT OF REPURCHASE. Shares of Common Stock awarded
under the stock bonus agreement may, but need not, be subject to a share
repurchase option in favor of the Company in accordance with a vesting schedule
to be determined by the Board. Such repurchase option is subject to the
repurchase provisions set forth in Section 11(g).

            (III) TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE. In the event
a Participant's Continuous Service terminates, the Company may reacquire any or
all of the shares of Common Stock held by the Participant which have not vested
as of the date of termination under the terms of the stock bonus agreement. In
such event, the Company shall not reaquire the Common Stock until after the
Repurchase Blackout Period.

            (IV) TRANSFERABILITY. Rights to acquire shares of Common Stock under
the stock bonus agreement shall be transferable by the Participant only upon
such terms and conditions as are set forth in the stock bonus agreement, as the
Board shall determine in its discretion, so long as Common Stock awarded under
the stock bonus agreement remains subject to the terms of the stock bonus
agreement.

      (B) RESTRICTED STOCK AWARDS. Grants of restricted stock shall be pursuant
to restricted stock purchase agreements. Each restricted stock purchase
agreement shall be in such form and shall contain such terms and conditions as
the Board shall deem appropriate. The terms and conditions of the restricted
stock purchase agreements may change from time to time, and the terms and
conditions of separate restricted stock purchase agreements need not be
identical, but each restricted stock purchase agreement shall include (through
incorporation of provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:

            (I) PURCHASE PRICE. The purchase price under each restricted stock
purchase agreement shall be such amount as the Board shall determine and
designate in such restricted stock purchase agreement.

            (II) CONSIDERATION. The purchase price of Common Stock acquired
pursuant to the restricted stock purchase agreement shall be paid either: (i) in
cash at the time of purchase, (ii) at the discretion of the Board, according to
a deferred payment or other similar arrangement with the Participant, (iii)
through services rendered or to be rendered to the Company, or (iv) in any other
form of legal consideration that may be acceptable to the Board in its
discretion.

            (III) VESTING; RIGHT OF REPURCHASE. Shares of Common Stock acquired
under the restricted stock purchase agreement may, but need not, be subject to a
share repurchase option in favor of the Company in accordance with a vesting
schedule to be determined by the Board. Such repurchase option is subject to the
repurchase provisions set forth in Section 11(g).

            (IV) TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE. In the event a
Participant's Continuous Service terminates, the Company may repurchase or
otherwise reacquire any or all of the shares of Common Stock held by the
Participant which have not vested as of the date of termination under the terms
of the restricted stock purchase agreement.

            (V) TRANSFERABILITY. Rights to acquire shares of Common Stock under
the restricted stock purchase agreement shall be transferable by the Participant
only upon such terms
<PAGE>
and conditions as are set forth in the restricted stock purchase agreement, as
the Board shall determine in its discretion, so long as Common Stock awarded
under the restricted stock purchase agreement remains subject to the terms of
the restricted stock purchase agreement.

      (C) STOCK APPRECIATION RIGHTS. Stock Appreciation Right agreements shall
be in such form and shall contain such terms and conditions, as the Board shall
deem appropriate. The Board may grant Stock Appreciation Rights in connection
with all or any part of an Option to a Participant or in a stand-alone grant.
The terms and conditions of Stock Appreciation Right agreements may change from
time to time, and the terms and conditions of separate Stock Appreciation Rights
agreements need not be identical, but each Stock Appreciation Right agreement
shall include (through incorporation of the provisions hereof by reference in
the agreement or otherwise) the substance of each of the following provisions:

            (I) CALCULATION OF APPRECIATION. Each Stock Appreciation Right will
be denominated in shares of Common Stock equivalents. The appreciation
distribution payable on the exercise of a Stock Appreciation Right will be not
greater than an amount equal to the excess of (A) the aggregate Fair Market
Value (on the date of the exercise of the Stock Appreciation Right) of a number
of shares of Common Stock equal to the number of share of Common Stock
equivalents in which the Participant is vested under such Stock Appreciation
Right and with respect to which the Participant is exercising the Stock
Appreciation Right on such date, over (B) an amount that will be determined by
the Committee at the time of grant of the Stock Appreciation Right (which
amount, in the case of Stock Appreciation Rights intended to qualify as
performance-based compensation within the meaning of the Treasury Regulations
under Section 162(m) of the Code, shall be not less than the Fair Market Value
of such shares of Common Stock at the time of grant of the Common Stock
equivalents).

            (II) VESTING. At the time of the grant of a Stock Appreciation
Right, the Board may impose such restrictions or conditions to the vesting of
such Stock Appreciation Right as it deems appropriate.

            (III) EXERCISE. To exercise any outstanding Stock Appreciation
Right, the Participant must provide written notice of exercise to the Company in
compliance with the provisions of the Stock Appreciation Rights agreement
evidencing such Right.

            (IV) PAYMENT. The appreciation distribution in respect of a Stock
Appreciation Right may be paid in Common Stock, in cash, or any combination of
the two, as the Board deems appropriate.

            (V) TERMINATION OF CONTINUOUS SERVICE. If a Participant's Continuous
Service terminates for any reason, any unvested Stock Appreciation Rights shall
be forfeited and any vested Stock Appreciation Rights shall be automatically
redeemed.

            (VI) STOCK APPRECIATION RIGHTS GRANTED IN CONNECTION WITH OPTIONS.
With respect to Stock Appreciation Rights that are granted in connection with
Options, a Stock Appreciation Right shall be exercisable only to the extent that
the related Option is exercisable and a Stock Appreciation Right shall expire no
later than the date on which the related Option expires.
<PAGE>
8.    COVENANTS OF THE COMPANY.

      (A) AVAILABILITY OF SHARES. During the terms of the Stock Awards, the
Company shall keep available at all times the number of shares of Common Stock
required to satisfy such Stock Awards.

      (B) SECURITIES LAW COMPLIANCE. The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to grant Stock Awards and to issue and sell shares of Common
Stock upon exercise of the Stock Awards; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any
such Stock Award. If, after reasonable efforts, the Company is unable to obtain
from any such regulatory commission or agency the authority which counsel for
the Company deems necessary for the lawful issuance and sale of Common Stock
under the Plan, the Company shall be relieved from any liability for failure to
issue and sell Common Stock upon exercise of such Stock Awards unless and until
such authority is obtained.

9.    USE OF PROCEEDS FROM STOCK.

      Proceeds from the sale of Common Stock pursuant to Stock Awards shall
constitute general funds of the Company.

10.   EFFECTIVE DATE OF PLAN.

      The Plan shall become effective as determined by the Board, but no Stock
Award shall be exercised (or, in the case of a stock bonus, shall be granted)
unless and until the Plan has been approved by the stockholders of the Company,
which approval shall be within twelve (12) months before or after the date the
Plan is adopted by the Board.

11.   MISCELLANEOUS.

      (A) ACCELERATION OF EXERCISABILITY AND VESTING. The Board shall have the
power to accelerate the time at which a Stock Award may first be exercised or
the time during which a Stock Award or any part thereof will vest in accordance
with the Plan, notwithstanding the provisions in the Stock Award stating the
time at which it may first be exercised or the time during which it will vest.

      (B) STOCKHOLDER RIGHTS. No Participant shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of
Common Stock subject to such Stock Award unless and until such Participant has
satisfied all requirements for exercise of the Stock Award pursuant to its
terms.

      (C) NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan or any
instrument executed or Stock Award granted pursuant thereto shall confer upon
any Participant any right to continue to serve the Company or an Affiliate in
the capacity in effect at the time the Stock Award was granted or shall affect
the right of the Company or an Affiliate to terminate (i) the employment of an
Employee with or without notice and with or without cause, (ii) the service of a
Consultant pursuant to the terms of such Consultant's agreement with the Company
or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of
the Company or an Affiliate, and any applicable provisions of the corporate law
of the state in which the Company or the Affiliate is incorporated, as the case
may be.
<PAGE>
      (D) INCENTIVE STOCK OPTION $100,000 LIMITATION. 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 Optionholder 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 Nonstatutory Stock Options.

      (E) MAXIMUM AWARD AMOUNTS. In no event shall a Participant receive a Stock
Award or Stock Awards during any one (1) calendar year covering in the aggregate
more than [ ] shares of Common Stock.

      (F) INVESTMENT ASSURANCES. The Company may require a Participant, as a
condition of exercising or acquiring Common Stock under any Stock Award (i) to
give written assurances satisfactory to the Company as to the Participant's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award, and (ii) to
give written assurances satisfactory to the Company stating that the Participant
is acquiring Common Stock subject to the Stock Award for the Participant's own
account and not with any present intention of selling or otherwise distributing
the Common Stock. The foregoing requirements, and any assurances given pursuant
to such requirements, shall be inoperative if (1) the issuance of the shares of
Common Stock upon the exercise or acquisition of Common Stock under the Stock
Award has been registered under a then currently effective registration
statement under the Securities Act, or (2) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the Common Stock.

      (G) WITHHOLDING OBLIGATIONS. To the extent provided by the terms of a
Stock Award Agreement, the Participant may satisfy any federal, state or local
tax withholding obligation relating to the exercise or acquisition of Common
Stock under a Stock Award by any of the following means (in addition to the
Company's right to withhold from any compensation paid to the Participant by the
Company) or by a combination of such means: (i) tendering a cash payment, (ii)
authorizing the Company to withhold shares of Common Stock from the shares of
Common Stock otherwise issuable to the Participant as a result of the exercise
or acquisition of Common Stock under the Stock Award, provided, however, that no
shares of Common Stock are withheld with a value exceeding the minimum amount of
tax required to be withheld by law, or (iii) delivering to the Company owned and
unencumbered shares of Common Stock.

      (H) REPURCHASE PROVISIONS. The Company shall exercise any repurchase
option specified in the Stock Award by giving the holder of the Stock Award
written notice of intent to exercise the repurchase option. Payment may be cash
or cancellation of purchase money indebtedness for the Common Stock. The terms
of any repurchase option shall be specified in the Stock Award and may be either
at Fair Market Value at the time of repurchase or at not less than the original
purchase price.

      (I) GOLDEN PARACHUTE TAXES. In the event that any amounts paid or deemed
paid to a Participant under the Plan are deemed to constitute "excess parachute
payments" as defined in Section 280G of the Code (taking into account any other
payments made under the Plan and any
<PAGE>
other compensation paid or deemed paid to a Participant), or if any Participant
is deemed to receive an "excess parachute payment" by reason of his or her
vesting of Options pursuant to Section 12(c) herein, the amount of such payments
or deemed payments shall be reduced (or, alternatively the provisions of Section
12(c) shall not act to vest options to such Participant), so that no such
payments or deemed payments shall constitute excess parachute payments. The
determination of whether a payment or deemed payment constitutes an excess
parachute payment shall be in the sole discretion of the Board.

      (J) PLAN UNFUNDED. The Plan shall be unfunded. Except for the Board's
reservation of a sufficient number of authorized shares to the extent required
by law to meet the requirements of the Plan, the Company shall not be required
to establish any special or separate fund or to make any other segregation of
assets to assure payment of any Stock Award under the Plan.

12.   ADJUSTMENTS UPON CHANGES IN STOCK.

      (A) CAPITALIZATION ADJUSTMENTS. In the event that any dividend or other
distribution (whether in the form of cash, shares of the Common Stock, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, exchange of Common Stock or other securities of the Company, or
other change in the corporate structure of the Company affecting the Common
Stock occurs, the Board, in order to prevent diminution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
may, in its sole discretion, adjust the number and class of Common Stock that
may be delivered under the Plan and/or the number, class, and price of Common
Stock covered by each outstanding Stock Award.

      (B) DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution
or liquidation of the Company, the Board will notify each Participant as soon as
practicable prior to the effective date of such proposed transaction. To the
extent it has not been previously exercised, a Stock Award will terminate
immediately prior to the consummation of such proposed action.

      (C) CHANGE IN CONTROL. In the event of Change in Control, then, to the
extent permitted by applicable law: (1) any surviving corporation shall assume
any Stock Awards outstanding under the Plan or shall substitute similar stock
awards (including an award to acquire the same consideration paid to the
stockholders in the transaction described in this subsection 12(c)) for those
outstanding under the Plan, or (2) such Stock Awards shall continue in full
force and effect. In the event any surviving corporation refuses to assume or
continue such Stock Awards, or to substitute similar stock awards for those
outstanding under the Plan, then with respect to Stock Awards held by
Participants whose Continuous Service has not terminated, the time during which
such Stock Awards may be exercised automatically will be accelerated and become
fully vested and exercisable immediately prior to the consummation of such
transaction, and the Stock Awards shall automatically terminate upon
consummation of such transaction if not exercised prior to such event.

      (D) NO LIMITATIONS. The grant of Stock Awards will in no way affect the
Company's right to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
<PAGE>
13.   AMENDMENT OF THE PLAN AND STOCK AWARDS.

      (A) AMENDMENT OF PLAN. The Board at any time, and from time to time, may
amend the Plan. However, except as provided in Section 12 relating to
adjustments upon changes in Common Stock, no amendment shall be effective unless
approved by the stockholders of the Company to the extent stockholder approval
is necessary to satisfy the applicable requirements of Section 422 of the Code,
Rule 16b-3 or any Nasdaq or securities exchange listing requirements. For
purposes of clarity, any increase in the number of shares reserved for issuance
hereunder in accordance with the provisions of Section 4(a) hereof shall not be
deemed to be an amendment to the Plan.

      (B) STOCKHOLDER APPROVAL. The Board may, in its sole discretion, submit
any other amendment to the Plan for stockholder approval, including, but not
limited to, amendments to the Plan intended to satisfy the requirements of
Section 162(m) of the Code and the regulations thereunder regarding the
exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to certain executive officers.

      (C) CONTEMPLATED AMENDMENTS. It is expressly contemplated that the Board
may amend the Plan in any respect the Board deems necessary or advisable to
provide eligible Employees with the maximum benefits provided or to be provided
under the provisions of the Code and the regulations promulgated thereunder
relating to Incentive Stock Options and/or to bring the Plan and/or Incentive
Stock Options granted under it into compliance therewith.

      (D) NO IMPAIRMENT OF RIGHTS. Rights under any Stock Award granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Participant and (ii) the Participant
consents in writing.

      (E) AMENDMENT OF STOCK AWARDS. The Board at any time, and from time to
time, may amend the terms of any one or more Stock Awards; provided, however,
that the rights under any Stock Award shall not be impaired by any such
amendment unless (i) the Company requests the consent of the Participant and
(ii) the Participant consents in writing.

14.   TERMINATION OR SUSPENSION OF THE PLAN.

      (A) PLAN TERM. The Board may suspend or terminate the Plan at any time.
Unless sooner terminated, the Plan shall terminate on the day before the tenth
(10th) anniversary of the date the Plan is adopted by the Board or approved by
the stockholders of the Company, whichever is earlier. No Stock Awards may be
granted under the Plan while the Plan is suspended or after it is terminated.

      (B) NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan shall
not impair rights and obligations under any Stock Award granted while the Plan
is in effect except with the written consent of the Participant.

15.   CHOICE OF LAW.

      The law of the State of Delaware shall govern all questions concerning the
construction, validity and interpretation of this Plan, without regard to such
state's conflict of laws rules.