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                                                                   Exhibit 10.37
                             GREENFIELD ONLINE, INC.
                   AMENDED AND RESTATED 1999 STOCK OPTION PLAN

                  ADOPTED: May 12, 1999, Amended March 3, 2000

1.       INTRODUCTIONS AND DEFINITIONS

         1.1      The Plan

         This 1999 Stock Option Plan (hereinafter, this "Plan") establishes the
right of and procedures for Greenfield Online, Inc. (the "Company") to grant
stock options to its employees and/or consultants. This Plan provides for the
granting of two types of options, namely (1) Incentive Stock Options, as defined
and governed by Section 422 of the Internal Revenue Code of 1986, as amended,
and (2) Nonqualified Stock Options. This Plan sets forth provisions applicable
to both types of options, to Incentive Stock Options only, and to Nonqualified
Stock Options only.

         1.2      Definitions

         Capitalized terms used in this Plan shall have the following meanings:

         "Act" means the Securities Act of 1933.

         "Board" means the Board of Directors of the Company.

         "Change of Control Event" means a merger, consolidation, tender offer,
takeover bid, or sale of assets, as the case may be and as described in
Subsections (1) through (3) of Section 2.5(a).

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Committee" means a committee appointed by the Board, pursuant to
Section 2.3 hereof, to administer the provisions of this Plan, and in the
absence of any such committee, references to the Committee shall mean the Board.

         "Company" means Greenfield Online, Inc.

         "Consultant" means any person engaged by the Company or any current or
future subsidiary of the Company to perform services as a non-employee service
provider, advisor or consultant pursuant to the terms of a written plan or
contract. "Consultants" is the plural of Consultant.

         "Employee" means, for purposes of this Plan, persons continuously
employed by the Company or by any current or future foreign or domestic
subsidiary of the Company on a regular basis, whether full-time or part-time, at
any time during the duration hereof. "Employees" is the plural of Employee.

         "Exchange Act" means the Securities Exchange Act of 1934, as from time
to time amended, or any replacement act or legislation.

         "Fair Market Value" of the Company's equity Securities shall be
determined by the Board or, in the event the Company's Securities are listed on
any national exchange, over-the-counter, or other stock trading market, then as
of any time based upon the prevailing bid price of the Company's common stock as
of such time.

         "Incentive Stock Option" means an option issued by the Company to
purchase shares of stock of the Company that meets the definition of "incentive
stock option" contained in Section 422 of the Internal Revenue Code of 1986, as
amended, and that is issued by the Company to be an Incentive Stock Option.
"Incentive Stock Options" is the plural of Incentive Stock Option.



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         "Nonqualified Stock Option" means an option issued by the Company to
purchase shares of stock of the Company that is not an Incentive Stock Option.
"Nonqualified Stock Options" is the plural of Nonqualified Stock Option.

         "Optioned Shares" means Shares subject to a Stock Option.

         "Optionee" means the recipient of a Stock Option pursuant to a Stock
Option Agreement. "Optionees" is the plural of Optionee.

         "Plan" means this Greenfield Online, Inc. 1999 Stock Option Plan, which
also may be referred to as the "Greenfield Online Stock Option Plan."

         "Plan Guidelines" shall mean the guidelines, rules, policies,
regulations, forms of notice, and forms of agreements and instruments, if any,
adopted and amended by the Board from time to time with respect to this Plan
pursuant to Section 2.3.

         "Reload Options" means reload rights for the purchase, at the time of
the exercise of any Stock Option, of a number of shares equal to the number of
shares purchased by such exercise, as described in Section 5.

         "Shares" shall mean the Shares of the Company reserved for issuance
under this Plan as further defined in Section 2.2.

         "Stock Option" means an agreement entered into by the Company granting
the recipient the right to purchase shares of stock of the Company, at certain
times, and under certain conditions, subject to certain obligations and
responsibilities as defined in this Plan and in the written Stock Option
Agreement, whether an Incentive Stock Option or a Nonqualified Stock Option.
"Stock Options" is the plural of Stock Option.

         "Stock Option Agreement" means the written contract by which a Stock
Option is granted by the Company to an Optionee. "Stock Option Agreements" is
the plural of Stock Option Agreement.


         2. GENERAL PROVISIONS APPLICABLE TO BOTH NONQUALIFIED STOCK OPTIONS AND
INCENTIVE STOCK OPTIONS GRANTED BY THE COMPANY.

         2.1      Objectives of this Plan

         The purpose of this Plan is to encourage ownership of common stock of
the Company by Employees and to provide a means of granting Stock Options to
Consultants. This Plan is intended to provide an incentive to Employees for
maximum effort in the successful operation of the Company and is expected to
benefit the shareholders by enabling the Company to attract and retain personnel
of the best available talent through the opportunity to share in the increased
value of the Company's shares to which such personnel have contributed. The
benefits of this Plan are not a substitute for compensation otherwise payable to
Employees pursuant to the terms of their employment. This Plan may be referred
to as the Greenfield Online Stock Option Plan.

         2.2      Stock Reserved for this Plan

         The stock initially reserved by the Board for issue upon the exercise
of Stock Options granted under this Plan shall be 6,252,550 shares of the common
stock of the Company (the "Shares") which Shares shall be reserved from the
Company's authorized and unissued shares. Shares subject to any Stock Option
under this Plan which are not exercised in full or Shares as to which the right
to purchase is forfeited through default or otherwise, shall remain available
for other Stock Options under this Plan. The aggregate number of Shares subject
to Stock Options under this Plan or reserved for issuance by the Board shall not
exceed the number approved by the shareholders at the time of adoption hereof
unless such increase is approved by the Company's shareholders. Such approval
shall be by the affirmative vote of shareholders holding a majority of the
issued and outstanding shares of common stock of the Company entitled to vote at
a meeting called to approve said increase.

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         2.3      Administration of this Plan

         This Plan shall be administered by the Board, provided the Board may
appoint a Board committee ( the "Committee") to administer this Plan in the name
of the Board. At all times during which the Company is subject to the periodic
reporting requirements of the Exchange Act, each member of the Board or the
Committee who participates in administration must be a "non-employee director"
as that term is defined in Rule 16b-3 promulgated pursuant to the Exchange Act
and the transactions contemplated hereunder shall be structured to satisfy the
requirements for exemption under Rule 16b-3. To the extent that the Board
determines it to be desirable to qualify Stock Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m). The Board or the Committee so
appointed shall have full power and authority to administer and interpret this
Plan and to adopt, from time to time, such guidelines, rules, policies,
regulations, forms of notice, and forms of agreements and instruments for the
administration of this Plan (collectively, "Plan Guidelines") as the Board or
such Committee, as the case may be, deems necessary or advisable. Such powers
include, but are not limited to (subject to the specific limitations described
herein), authority to determine the Employees and Consultants to be granted
Stock Options under this Plan, to determine the size, type, and applicable terms
and conditions of grants to be made to such Employees and Consultants, to
determine a time when Stock Options will be granted, and to authorize grants to
eligible Employees and Consultants.

         The Board's interpretations of this Plan and all Stock Option
Agreements, including the definitions of terms used herein and in Stock Option
Agreements, and all actions taken and determinations made by the Board
concerning any matter arising under or with respect to this Plan or any Stock
Options granted pursuant to this Plan, shall be final, binding, and conclusive
on all interested parties, including the Company, its shareholders, and all
former, present, and future Employees and Consultants of the Company. So long as
the Company is not subject to the reporting requirements of the Exchange Act,
the Board may delegate some or all of its power and authority hereunder to the
duly elected officers of the Company, such delegation to be subject to such
terms and conditions as the Board in its discretion shall determine. Such
delegation of authority may be contained in the Plan Guidelines. The Board may,
as to questions of accounting, rely conclusively upon any determinations made by
independent public accountants of the Company.

         2.4      Eligibility; Facts to be Considered in Granting Stock Options

         The Board shall have the authority to determine the persons eligible to
receive a Stock Option, the time or times at which the Optioned Shares may be
purchased and whether all of the Stock Options may be exercised at one time or
in increments.

         2.5      Rights of Optionee in Change of Control Events--Merger,
Consolidation, Tender Offer, Takeover Bid, Sale of Assets--or on Dissolution

         (a) In the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the Company, each
outstanding Stock Option shall be assumed or an equivalent option or right
substituted by the successor corporation or a parent or subsidiary of the
successor corporation. The Board shall have the authority to provide in any
Stock Option Agreement that, notwithstanding anything in this Plan to the
contrary, in the event that the successor corporation or a parent or subsidiary
of the successor corporation does not agree to assume the Stock Option or grant
an equivalent option or substitute right, Optionee may purchase the full amount
of Optioned Shares for which Stock Options have been granted to the Optionee and
for which the Stock Options have not been exercised under the following
conditions:

                  (1) The Optionee may conditionally purchase any or all
Optioned Shares during the period commencing twenty-seven (27) days and ending
seven (7) days prior to the scheduled effective date of a merger or
consolidation (as such effective date may be delayed from time to time) wherein
the Company is not to be the surviving corporation, which merger or
consolidation is not between or among the Company and other corporations related
to or affiliated with the Company;


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                  (2) The Optionee may conditionally purchase any or all
Optioned Shares during the period commencing on the initial date of a tender
offer or takeover bid for the Shares (other than a tender offer by the Company)
subject to the Securities Exchange Act of 1934 and the rules promulgated
thereunder and ending on the day preceding the scheduled termination date of
acceptance of tenders of Shares by the offeror under any such tender offer or
takeover bid (as such termination date may be extended by such offeror);

                  (3) The Optionee may conditionally purchase any or all
Optioned Shares during the period commencing the date the shareholders of the
Company approve a sale of substantially all the assets of the Company and ending
seven (7) days prior to the scheduled closing date of such sale (as such closing
date may be delayed from time to time); and

                  (4) The Optionee may conditionally purchase any or all
Optioned Shares during the period commencing the date the shareholders of the
Company approve the dissolution of the Company and ending seven (7) days prior
to the date of filing its Articles of Dissolution.

         (b) If the merger, consolidation, tender offer, takeover bid, sale of
assets (collectively, a "Change of Control Event"), or dissolution, as the case
may be and as described in subsections (1) through (4) of Section 2.5(a), once
commenced, is canceled or revoked, the conditional purchase of Shares for which
the option to purchase would not have otherwise been exercisable at the time of
said cancellation or revocation, but for the operation of this Section 2.5,
shall be rescinded. With respect to all other Shares conditionally purchased,
the Optionee may rescind such purchase at Optionee's option.

         (c) If the Change of Control Event does occur or Articles of
Dissolution are filed, as the case may be and as described in subsections (1)
through (4) of Section 2.5(a), and the Optionee has not conditionally purchased
all Optioned Shares, all unexercised options shall terminate on the effective,
termination, closing, or filing date, as the case may be.

         (d) If the Company shall be the surviving corporation in any merger or
is a party to a merger or consolidation which is between or among the Company
and other corporations related to or affiliated with the Company, any Stock
Option granted hereunder shall pertain and apply to the securities to which a
holder of the number of Shares of common stock subject to the Stock Option would
have been entitled.

         (e) Nothing herein shall allow the Optionee to purchase Optioned
Shares, the options for which have expired.


         2.6      Stock Option Agreements; Terms and Expiration of Stock Options

         Each Stock Option granted under this Plan shall be pursuant to a
written Stock Option Agreement, shall be subject to such amendment or
modification from time to time as the Board shall deem necessary or appropriate
to comply with or take advantage of applicable laws or regulations and shall
contain provisions as to the following effect, together with such other
provisions as the Board shall from time to time approve:

         (a) that, subject to the provisions of Section 2.6(b) below, the Stock
Option, as to the whole or any part thereof, may be exercised only by the
Optionee or Optionee's personal representative;

         (b) that neither the whole nor any part of the Stock Option shall be
transferable by the Optionee or by operation of law other than by will of, or by
the laws of descent and distribution applicable to, a deceased Optionee and that
the Stock Option and any and all rights granted to the Optionee thereunder and
not theretofore effectively and completely exercised shall automatically
terminate and expire upon any sale, transfer, or hypothecation or any attempted
sale, transfer, or hypothecation of such rights or upon the bankruptcy or
insolvency of the Optionee or Optionee's estate;

         (c) that subject to the foregoing provisions, a Stock Option may be
exercised at different times for portions of the total number of Shares for
which the right to purchase shall have vested provided that such portions


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are in multiples of ten (10) shares if the Optionee holds vested Stock Options
for ninety-nine (99) or fewer shares and otherwise in multiples of one hundred
(100) shares;

         (d) that no Optionee shall have the right to receive any dividend on or
to vote or exercise any right in respect to any Shares unless and until the
certificates for such Shares have been issued to such Optionee;

         (e) that the Stock Option shall expire at the earliest of the
following:

                  (1) The date specified in the Stock Option Agreement;

                  (2) With respect to Employees, ninety (90) days after
voluntary or involuntary termination of Optionee's employment other than
termination as described in Paragraphs (3) or (4) below;

                  (3) With respect to Employees, immediately upon the discharge
of Optionee for misconduct, willfully or wantonly harmful to the Company;

                  (4) With respect to Employees, twelve (12) months after
Optionee's death or disability; or

                  (5) In the event of a Change of Control Event, or the filing
of Articles of Dissolution, as the case may be and as described in subsections
(1) through (4) of Section 2.5(a), on the date specified in Section 2.5(c).
However, if the Change of Control Event does not occur or if Articles of
Dissolution are not filed, as the case may be and as described in Subsections
(1) through (4) of Section 2.5(a), all Stock Options which are terminated
pursuant to this Subsection (e)(5) shall be reinstated as if no action with
respect to any of said events had been contemplated or taken by any party
thereto and all Optionees shall be returned to their respective positions on the
date of termination;

         (f) that, to the extent a Stock Option Agreement provides for the
vesting of the right to purchase in increments, such vesting shall cease as of
the date of the Optionee's death, disability, or voluntary or involuntary
termination of Optionee's employment with the Company;

         (g) that the terms of the Stock Option Agreement shall be a contract
between the Company and the Optionee; and the specific terms of any Stock Option
Agreement shall govern over the more general terms hereof; and

         (f) With respect to Employees, subject to the Plan Guidelines, the
Stock Option Agreement shall not be affected by any changes of duties or
position so long as the Optionee shall continue to be an Employee, and, subject
to the terms hereof.

         2.7      Notice of Intent to Exercise Stock Option

         The Optionee (or other person or persons, if any, entitled hereunder)
desiring to exercise a Stock Option as to all or part of the Shares covered
thereby shall in writing notify the Company at its principal office in the state
of Connecticut, specifying the number of Stock Option Shares to be purchased
and, if required by the Company, representing in form satisfactory to the
Company that the Shares are being purchased for investment and not with a view
to resale or distribution. The Company from time to time may issue or specify to
Optionees a written form for use in connection with any such exercise. With
respect to any Shares conditionally purchased pursuant to Section 2.5(a) above
and for which such purchase has not been voluntarily or otherwise rescinded
pursuant to Section 2.5(b), the Optionee shall be deemed to have given to the
Company the notice of exercise required by this Section 2.7 as of ten (10) days
prior to the closing or effective date of the Change of Control Event or the
filing of Articles of Dissolution, as the case may be and as described in
Subsections (1) through (4) of Section 2.5(a).

         2.8      Method of Exercise of Stock Option

         Within ten (10) days after receipt by the Company of the notice
provided in Section 2.7, but not later than the expiration date specified in
Section 2.5(e), the Stock Option shall be exercised as to the number of Shares
specified in the notice by payment by the Optionee to the Company of the amount
specified below in Section 3.2.


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Payment of such purchase price shall be made in cash, or in accordance with
procedures for a "cashless exercise" as the same may have been established from
time to time by the Company and the brokerage firm, if any, designated by the
Company to facilitate exercises of Stock Options and sales of shares under this
Plan. Payment in shares of the Company's common stock shall be deemed to be the
equivalent of payment in cash at the Fair Market Value of those shares. For
purposes of the preceding sentence, Fair Market Value shall be determined by the
Board in the same manner as utilized in determining the Fair Market Value at the
time other Stock Options are granted.

         2.9      Recapitalization

         The aggregate number of Shares for which Stock Options may be granted
hereunder, the number of Shares covered by each outstanding Stock Option, and
the price per Share thereof in each such Stock Option Agreement shall be
proportionately adjusted for an increase or decrease in the number of
outstanding shares of common stock of the Company resulting from a stock split
or reverse split of shares or any other capital adjustment or the payment of a
stock dividend or other increase or decrease in such shares effected without
receipt of consideration by the Company excluding any decrease resulting from a
redemption of shares by the Company. If the adjustment would result in a
fractional Share the Optionee shall be entitled to one (1) additional Share,
provided that the total number of Shares to be granted under this Plan shall not
be increased above the equivalent number of Shares initially allocated or later
increased by approved amendment to this Plan.

         2.10     Substitutions and Assumptions

         The Board shall have the right to substitute, replace, or assume
options in connection with mergers, reorganizations, separations, or other
"corporate transactions" as that term is defined in and said substitutions and
assumptions are permitted by Section 425 of the Code and the regulations
promulgated thereunder. The number of Shares reserved pursuant to Section 2.2
may be increased by the corresponding number of options assumed and, in the case
of a substitution, by the net increase in the number of Shares subject to
options before and after the substitution.


         2.11     Terminal Date of Plan

         This Plan shall not extend beyond a date ten (10) years from the date
of adoption hereof by the Board, provided that any Stock Option to purchase
shares duly granted hereunder prior to such date shall be exercisable pursuant
to its terms and the terms hereof until expiration or earlier termination of
such Stock Option.


         2.12     Granting of Stock Options

         The granting of any Stock Option pursuant to this Plan shall be
entirely in the discretion of the Board and nothing herein contained shall be
construed to give any Employee any right to participate under this Plan or to
receive any Stock Option under it.

         The granting of a Stock Option pursuant to this Plan shall not
constitute any agreement or an understanding, express or implied on the part of
the Company or a Subsidiary to employ the Optionee for any specified period.


         2.13     Withdrawal

         An Optionee may at any time elect in writing to abandon a Stock Option
with respect to the number of Shares as to which the Stock Option shall not have
been exercised.



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         2.14     Government Regulations

         This Plan and the granting and exercise of any Stock Option hereunder
and the obligations of the Company to sell and deliver Shares under any such
Stock Option shall be subject to all applicable laws, rules, and regulations and
to such approvals by any governmental agencies as may be required.

         2.15     Proceeds from Sale of Stock

         Proceeds of the purchase of Optioned Shares by an Optionee shall be
used for the general business purposes of the Company.

         2.16     Shareholder Approval

         This Plan shall be submitted to the shareholders for their approval
within twelve (12) months from the date hereof. The Company may grant Stock
Options prior to such approval which shall be conditioned upon subsequent
shareholder approval.

         2.17     Compliance with Securities Laws

         The Board shall have the right to:

         (a) require an Optionee to execute, as a condition of exercise of a
Stock Option, a letter evidencing Optionee's intent to acquire the Shares for
investment and not with a view to the resale or distribution thereof;

         (b) place appropriate legends upon the certificate or certificates for
the Shares; and

         (c) take such other acts as it deems necessary in order to cause the
issuance of Optioned Shares to comply with applicable provisions of state and
federal securities laws.

         In furtherance of the foregoing, and not by way of limitation thereof,
no Stock Option shall be exercisable unless such Stock Option and the Shares to
be issued pursuant thereto shall be registered under appropriate federal and
state securities laws, or shall be exempt therefrom, in the opinion of the Board
upon advice of counsel to the Company. Each Stock Option Agreement shall contain
adequate provisions to assure that there will be no violation of such laws. This
provision shall in no way obligate the Company to undertake registration of
Stock Options or Shares hereunder. Issue, transfer or delivery of certificates
for Shares pursuant to the exercise of Stock Options may be delayed, at the
discretion of the Board until the Board is satisfied that the applicable
requirements of the federal and state securities laws have been met.

         The dollar value and number of Stock Options granted under this Plan
are limited pursuant to Rule 701 promulgated by the Securities and Exchange
Commission which provides an exemption from the registration requirements under
the Act. Any guidelines adopted pursuant to this Plan shall contain the current
limitations specified in said Rule 701 until the Company is registered under the
Act.

         3. PROVISIONS APPLICABLE SOLELY TO NONQUALIFIED STOCK OPTIONS

         In addition to the provisions of Section 2 above, the following
paragraphs shall apply to any Stock Options granted under this Plan which are
not Incentive Stock Options.

         3.1      Option Price

         The option, or purchase, price of each Share optioned as a Nonqualified
Stock Option under this Plan shall be determined by the Board and set forth in
the Stock Option Agreement.

         3.2      Method of Exercise of Stock Option

         The amount to be paid by the Optionee upon exercise of a Nonqualified
Option shall be the exercise price provided for in the Stock Option Agreement,
together with the amount of federal, state, and local income and FICA


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taxes required to be withheld by the Company. An Optionee may elect to pay
Optionee's federal, state, or local income and FICA withholding tax by having
the Company withhold shares of Company common stock having a value equal to the
amount required to be withheld. The value of the shares to be withheld is deemed
to equal the fair market value of the shares on the day the option is exercised.
An election by an Optionee to have shares withheld for this purpose will be
subject to the following restrictions:

         (a) If an Optionee has received multiple Stock Option grants, a
separate election must be made for each grant;

         (b) The election must be made prior to the day the Stock Option is
exercised;

         (c) The election will be irrevocable;

         (d) The election will be subject to the disapproval of the Board;

         (e) If the Optionee is an "officer" of the Company within the meaning
of Section 16 of the Exchange Act ("Section 16") as defined in Rule 16a-1
promulgated by the Securities Exchange Commission, the election may not be made
within six (6) months following the grant of the Stock Option; and

         (f) If the Optionee is an "officer" of the Company within the meaning
of Section 16 as so defined, the election must be made either six (6) months
prior to the day the Stock Option is exercised or during the period beginning on
the third business day following the date of release of the Company's quarterly
or annual summary statement of sales and earnings and ending on the twelfth
business day following such date.

         3.3      Assignment

         The Company may allow limited assignment rights for the gifting by
Optionee of rights hereunder to vested Nonqualified Stock Options, on terms to
be determined by the Board from time to time.

         4. PROVISIONS APPLICABLE SOLELY TO INCENTIVE STOCK OPTIONS

         In addition to the provisions of Section 2 above, the following
paragraphs shall apply to any Stock Options granted under this Plan which are
Incentive Stock Options.

         4.1      Conformance with Internal Revenue Code

         Stock Options granted under this Plan which are "Incentive Stock
Options" shall conform to, be governed by, and be interpreted in accordance with
Section 422 of the Code and any regulations promulgated thereunder and
amendments to the Code and Regulations. Only Employees may be granted Incentive
Stock Options hereunder--Consultants may not receive Incentive Stock Options
hereunder.

         4.2      Option Price

         The option, or purchase, price of each Share optioned as an Incentive
Stock Option under this Plan shall be determined by the Board at the time of the
action for the granting of the Stock Option and set forth in the Stock Option
Agreement, but shall not, in any event, be less than the fair market value of
the Company's common stock on the date of grant.

         4.3 Limitation on Amount of Incentive Stock Option

         The aggregate fair market value of the Optioned Shares, as determined
on the date of grant, vesting in any one calendar year with respect to which an
Employee has the right to purchase (under this Plan or any other plan of the
Company which authorizes Incentive Stock Options) shall not exceed $100,000; and
to the extent any Stock Option purporting to be an Incentive Stock Option grants
an Employee the right to purchase Optioned Shares with an


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aggregate fair market value vesting in any one calendar year in excess of
$100,000, as so determined (under this Plan or any other plan of the Company
which authorizes Incentive Stock Options), shall be deemed a Nonqualified Stock
Option for such excess amount.

         4.4 Limitation on Grants to Substantial Shareholders

         It is the Company's intent that in the case of any Employee who,
immediately prior to the grant of a Stock Option hereunder, owns stock in the
Company representing more than ten percent (10%) of the voting power of all
classes of stock of the Company, will not be granted Incentive Stock Options
unless the per share option price specified by the Board for the Incentive Stock
Options granted such an Employee is at least one hundred ten percent (110%) of
the fair market value of the Company's stock on the date of grant and such Stock
Option, by its terms, is not exercisable after the expiration of five (5) years
from the date such Stock Option is granted. Any Stock Option that by its terms
purports to be an Incentive Stock Option that is issued to an Employee who owns
stock in the Company representing more than ten percent (10%) of the voting
power of all classes of stock of the Company that does not have an exercise
price of at least one hundred ten percent (110%) of the fair market value of the
Company's stock on the date of grant or that is, by its terms, exercisable after
the expiration of five (5) years from the date such Stock Option is granted,
shall be deemed a Nonqualified Stock Option.

         4.5 Method of Exercise of Stock Option

         The amount to be paid by the Optionee upon exercise of an Incentive
Stock Option shall be the purchase price per share provided for in the Stock
Option Agreement.

         5. RELOAD OPTIONS

         In accordance with the procedures described below, the Company may,
concurrently with the grant of any Stock Options, grant reload rights ("Reload
Options") for the purchase, at the time of the exercise of any Stock Option, of
a number of shares equal to the number of shares purchased by such exercise. The
number of Reload Options shall equal:

         (i)      the number of shares of Common Stock used to exercise the
                  underlying Incentive Stock Options or Nonqualified Stock
                  Options, and

         (ii)     to the extent authorized by the Committee, the number of
                  shares of Common Stock used to satisfy any tax withholding
                  requirement incident to the exercise of the underlying
                  Incentive Stock Options or Nonqualified Stock Options. The
                  grant of a Reload Option will become effective upon the
                  exercise of underlying Incentive Stock Options, Nonqualified
                  Stock Options, or Reload Options through the use of shares of
                  Common Stock held by the Optionee for at least twelve (12)
                  months. Notwithstanding the fact that the underlying Stock
                  Option may be an Incentive Stock Option, a Reload Option is to
                  be treated as Nonqualified Stock Option, and is not intended
                  to qualify as an "incentive stock option" under Section 422 of
                  the Internal Revenue Code of 1986.

         5.1 Reload Option Amendment

         Each Incentive Stock Option Agreement and Nonqualified Stock Option
Agreement shall state whether the Committee has authorized Reload Options with
respect to such Stock Options. Upon the exercise of an underlying Incentive
Stock Option, Nonqualified Stock Option, or other Reload Option, the Reload
Option, if granted, will be evidenced by an amendment to the underlying Stock
Option Agreement.

         5.2      Reload Option Price

         The option price per share of Common Stock deliverable upon the
exercise of a Reload Option shall be the fair market value of a share of Common
Stock on the date the grant of the Reload Option becomes effective.



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         5.3      Term and Exercise.

         Each Reload Option is fully exercisable beginning six (6) months from
the effective date of grant. The term of each Reload Option shall be equal to
the remaining Stock Option term set forth in the Stock Option Agreement.

         5.4      Termination of Employment

         No additional Reload Options shall be granted to an Optionee when Stock
Options, Incentive Stock Options and/or Reload Options are exercised pursuant to
the terms of this Plan following termination of such Optionee's employment.

         5.5      Applicability of Stock Option Sections

         All terms of this Plan, except Section 4 and this Section 5, shall
apply to granted Reload Options, and for all purposes Reload Options shall be
treated as Nonqualified Stock Options.

         6. AMENDMENT

         This Plan, the Plan Guidelines, and all rules and regulations adopted
in respect hereof may be terminated, suspended, or amended at any time by a
majority vote of the Board, provided that no such action shall adversely affect
any material rights of Optionees granted under this Plan prior to such action.
The Board may amend the terms and conditions of outstanding Stock Options,
provided, however, that (i) no such amendment would be adverse to the holders of
such Stock Options, (ii) no such amendment shall extend the period for exercise
of a Stock Option, and (iii) the amended terms of a Stock Option would be
permitted under this Plan.

         7. FOREIGN EMPLOYEES

         Without amending this Plan, the Board may grant Stock Options to
eligible Employees who are foreign nationals on such terms and conditions
different from those specified in this Plan as may in the judgment of the Board
be necessary or desirable to foster and promote achievement of the purposes of
this Plan, and, in furtherance of such purposes the Board may make such
modifications, amendments, procedures, subplans, and the like as may be
necessary or advisable to comply with the provisions of the laws in other
countries in which the Company operates or has Employees.


         8. REGISTRATION, LISTING, AND QUALIFICATION OF SHARES

         Each Stock Option shall be subject to the requirement that if at any
time the Board shall determine that the registration, listing, or qualification
of the shares covered thereby upon any securities exchange or under any foreign,
federal, state, or local law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such Stock Option or the purchase of shares thereunder, no
such Stock Option may be exercised unless and until such registration, listing,
qualification, consent, or approval shall have been effected or obtained free of
any condition not acceptable to the Board. Any person exercising a Stock Option
shall make such representations and agreements and furnish such information as
the Board may request to assure compliance with the foregoing or any other
applicable legal requirements.

         9. NO RIGHTS TO STOCK OPTIONS OR EMPLOYMENT; NO RESTRICTIONS; NO
DAMAGES

         No Employee or other person shall have any claim or right to be granted
a Stock Option under this Plan. Having received a Stock Option under this Plan
shall not give an Employee any right to receive any other grant or Stock Option
under this Plan. Optionee agrees that continuation of the engagement of each
Employee or Consultant of the Company is, in the absence of any written and
signed contract to the contrary, terminable at the will of the Company. An
Optionee shall have no rights to or interest in any Stock Option except as set
forth herein. Neither this Plan nor any action taken hereunder shall be
construed as giving any Employee any right to be retained in the employ of the
Company. Neither this Plan nor any action taken hereunder shall be construed as
giving any


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<PAGE>

Consultant any right to be retained or engaged by the Company. Nothing in this
Plan shall restrict the Company's rights to adopt other option plans pertaining
to any or all of the Employees or Consultants covered under this Plan or other
Employees or Consultants not covered under this Plan. Unless otherwise
specifically provided by the Board, each Optionee shall be required to
specifically acknowledge and agree that their engagement by the Company as
Employee or Consultant is at will, is not for any fixed or minimum time period,
is subject to the mutual consent of the Company and the Optionee, and may be
terminated at any time, with or without cause or notice, for any reason or no
reason, and without any kind of pre- or post-termination warning, discipline or
procedure.

         Each Stock Option granted hereunder may be affected, with regard to
both vesting schedule and termination, by leaves of absence, a reduction in the
number of hours worked, partial disability, and other changes in Optionee's
Employee or Consultant status, as the case may be. The Company's policies in
such matters shall be contained in the Plan Guidelines adopted by the Board. The
Plan Guidelines and the guidelines, rules, policies and regulations contained
therein may be amended at any time and from time to time by the Board or the
Committee, in its sole discretion and with or without notice. Optionee's rights
hereunder or under any Stock Option granted hereunder at any time shall be
governed by the Plan Guidelines in effect at the time of any change in
Optionee's employment status as contemplated above.

         Each Optionee must acknowledge and agree that, regardless of whether
Optionee's engagement as an employment or Consultant is terminated with or
without cause or notice, or with or without any kind of pre- or post-termination
warning, discipline or procedure, that Optionee has no right to, will not bring,
and specifically waives any legal claim or action against the Company or any
officer, Employee, or director thereof for any damages or losses arising from
having to exercise any vested portion of any Stock Option during any defined
period after termination or any cancellation of any unvested portion of any
Stock Option, or of any vested by unexercised portion of any Stock Option.

         10. COSTS AND EXPENSES

         Except as provided herein with respect to the payment of taxes, all
costs and expenses of administering this Plan shall be borne by the Company and
shall not be charged to any grant or any Employee receiving a grant.


         11. PLAN UNFUNDED

         This 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 this 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 grant under this Plan.

         12. GOVERNING LAW

         This Plan shall be governed by and construed in accordance with the
laws of the state of Delaware.


         13. SEVERABILITY

         If, for any reason, any provision of this Plan is not fully enforceable
in accordance with its terms, the remainder of the Plan shall nevertheless be
enforceable to the extent permitted by law.





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