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                                                                   EXHIBIT 10.22

                                AVENUE A, INC.

                     2000 STOCK INCENTIVE COMPENSATION PLAN


                              SECTION 1.  PURPOSE

     The purpose of the Avenue A, Inc. 2000 Stock Incentive Compensation Plan
(the "Plan") is to enhance the long-term shareholder value of Avenue A, Inc., a
Washington corporation (the "Company"), by offering opportunities to employees,
officers, consultants, agents, advisors and independent contractors of the
Company and its Subsidiaries (as defined in Section 2) to participate in the
Company's growth and success, and to encourage them to remain in the service of
the Company and its Subsidiaries and to acquire and maintain stock ownership in
the Company.

                            SECTION 2.  DEFINITIONS

     For purposes of the Plan, the following terms shall be defined as set forth
below:

2.1  Award

     "Award" means an award or grant made pursuant to the Plan, including,
without limitation, awards or grants of Stock Awards and Options, or any
combination of the foregoing.

2.2  Board

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

2.3  Cause

     "Cause" means dishonesty, fraud, misconduct, unauthorized use or disclosure
of confidential information or trade secrets, or conviction or confession of a
crime punishable by law (except minor violations), in each case as determined by
the Plan Administrator, and its determination shall be conclusive and binding.

2.4  Code

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

2.5  Common Stock

     "Common Stock" means the common stock, par value $.01 per share, of the
Company.

2.6  Corporate Transaction

     "Corporate Transaction" means any of the following events:
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          (a)  Consummation of any merger or consolidation of the Company in
which the Company is not the continuing or surviving corporation, or pursuant to
which shares of the Common Stock are converted into cash, securities or other
property, if following such merger or consolidation the holders of the Company's
outstanding voting securities immediately prior to such merger or consolidation
own less than 51% of the outstanding voting securities of the surviving
corporation;

          (b)  Consummation of any sale, lease, exchange or other transfer in
one transaction or a series of related transactions of all or substantially all
of the Company's assets other than a transfer of the Company's assets to a
majority-owned subsidiary corporation (as the term "subsidiary corporation" is
defined for purposes of Section 422 of the Code) of the Company; or

          (c)  Approval by the holders of the Common Stock of any plan or
proposal for the liquidation or dissolution of the Company.

2.7  Disability

     "Disability" means "disability" as that term is defined for purposes of
Section 22(e)(3) of the Code.

2.8  Exchange Act

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

2.9  Fair Market Value

     The "Fair Market Value" shall be as established in good faith by the Plan
Administrator or (a) if the Common Stock is listed on the Nasdaq National
Market, the closing selling price for the Common Stock as reported by the Nasdaq
National Market for a single trading day or (b) if the Common Stock is listed on
the New York Stock Exchange or the American Stock Exchange, the closing selling
price for the Common Stock as such price is officially quoted in the composite
tape of transactions on such exchange for a single trading day.  If there is no
such reported price for the Common Stock for the date in question, then such
price on the last preceding date for which such price exists shall be
determinative of the Fair Market Value.

2.10  Good Reason

     "Good Reason" means the occurrence of any of the following events or
conditions and the failure of the Successor Corporation to cure such event or
condition within 30 days after receipt of written notice from the Participant:

          (a)  a change in the Participant's status, title, position or
responsibilities (including reporting responsibilities) that, in the
Participant's reasonable judgment, represents a substantial reduction in the
status, title, position or responsibilities as in effect immediately prior
thereto; the assignment to the Participant of any duties or responsibilities
that, in the Participant's reasonable judgment, are materially inconsistent with
such status, title, position or
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responsibilities; or any removal of the Participant from or failure to reappoint
or reelect the Participant to any of such positions, except in connection with
the termination of the Participant's employment for Cause, for Disability or as
a result of his or her death, or by the Participant other than for Good Reason;

          (b)  a reduction in the Participant's annual base salary;

          (c)  the Successor Corporation's requiring the Participant (without
the Participant's consent) to be based at any place outside a 35-mile radius of
his or her place of employment prior to a Corporate Transaction, except for
reasonably required travel on the Successor Corporation's business that is not
materially greater than such travel requirements prior to the Corporate
Transaction;

          (d)  the Successor Corporation's failure to (i) continue in effect any
material compensation or benefit plan (or the substantial equivalent thereof) in
which the Participant was participating at the time of a Corporate Transaction,
including, but not limited to, the Plan, or (ii) provide the Participant with
compensation and benefits substantially equivalent (in terms of benefit levels
and/or reward opportunities) to those provided for under each material employee
benefit plan, program and practice as in effect immediately prior to the
Corporate Transaction;

          (e)  any material breach by the Successor Corporation of its
obligations to the Participant under the Plan or any substantially equivalent
plan of the Successor Corporation; or

          (f)  any purported termination of the Participant's employment or
services for Cause by the Successor Corporation that does not comply with the
terms of the Plan or any substantially equivalent plan of the Successor
Corporation.

2.11  Grant Date

     "Grant Date" means the date the Plan Administrator adopted the granting
resolution or a later date designated in a resolution of the Plan Administrator
as the date an Award is to be granted.

2.12  Nonqualified Stock Option

     "Nonqualified Stock Option" means an Option to purchase Common Stock
granted under Section 7 that is not intended to qualify as an incentive stock
option under Section 422 of the Code.

2.13  Option

     "Option" means the right to purchase Common Stock granted under Section 7.

2.14  Participant

     "Participant" means (a) the person to whom an Award is granted; (b) for a
Participant who has died, the personal representative of the Participant's
estate, the person(s) to whom the
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Participant's rights under the Award have passed by will or by the applicable
laws of descent and distribution, or the beneficiary designated in accordance
with Section 9; or (c) person(s) to whom an Award has been transferred in
accordance with Section 9.

2.15  Plan Administrator

     "Plan Administrator" means the Board and/or any committee of the Board
designated to administer the Plan under Section 3.1.

2.16  Securities Act

     "Securities Act" means the Securities Act of 1933, as amended.

2.17  Stock Award

     "Stock Award" means shares of Common Stock or units denominated in Common
Stock granted under Section 8, the rights of ownership of which may be subject
to restrictions prescribed by the Plan Administrator.

2.18  Subsidiary

     "Subsidiary" means any entity that is directly or indirectly controlled by
the Company or in which the Company has a significant ownership interest, as
determined by the Plan Administrator, and any entity that may become a direct or
indirect parent of the Company.

2.19  Successor Corporation

     "Successor Corporation" has the meaning set forth under Section 10.2.

                           SECTION 3.  ADMINISTRATION

3.1  Plan Administrator

     The Plan shall be administered by the Board and/or a committee or
committees (which term includes subcommittees) appointed by, and consisting of
two or more members of, the Board.  If and so long as the Common Stock is
registered under Section 12(b) or 12(g) of the Exchange Act, the Board shall
consider in selecting the Plan Administrator and the membership of any committee
acting as Plan Administrator, with respect to any persons subject or likely to
become subject to Section 16 of the Exchange Act, the provisions regarding (a)
"outside directors" as contemplated by Section 162(m) of the Code and (b)
"nonemployee directors" as contemplated by Rule 16b-3 under the Exchange Act.
The Board may delegate the responsibility for administering the Plan with
respect to designated classes of eligible persons to different committees
consisting of two or more members of the Board, subject to such limitations as
the Board deems appropriate.  Committee members shall serve for such term as the
Board may determine, subject to removal by the Board at any time.
<PAGE>

3.2  Administration and Interpretation by the Plan Administrator

     Except for the terms and conditions explicitly set forth in the Plan, the
Plan Administrator shall have exclusive authority, in its discretion, to
determine all matters relating to Awards under the Plan, including the selection
of individuals to be granted Awards, the type of Awards, the number of shares of
Common Stock subject to an Award, all terms, conditions, restrictions and
limitations, if any, of an Award and the terms of any instrument that evidences
the Award.  The Plan Administrator shall also have exclusive authority to
interpret the Plan and may from time to time adopt, and change, rules and
regulations of general application for the Plan's administration.  The Plan
Administrator's interpretation of the Plan and its rules and regulations, and
all actions taken and determinations made by the Plan Administrator pursuant to
the Plan, shall be conclusive and binding on all parties involved or affected.
The Plan Administrator may delegate administrative duties to such of the
Company's officers as it so determines.

                     SECTION 4.  STOCK SUBJECT TO THE PLAN

4.1  Authorized Number of Shares

     Subject to adjustment from time to time as provided in Section 10.1, a
maximum of 1,261,566 shares of Common Stock shall be available for issuance
under the Plan.  Shares issued under the Plan shall be drawn from authorized and
unissued shares or shares now held or subsequently acquired by the Company.

4.2  Reuse of Shares

     Any shares of Common Stock that have been made subject to an Award that
cease to be subject to the Award (other than by reason of exercise or payment of
the Award to the extent it is exercised for or settled in shares) shall again be
available for issuance in connection with future grants of Awards under the
Plan.

                            SECTION 5.  ELIGIBILITY

     Awards may be granted under the Plan to those officers and employees of the
Company and its Subsidiaries as the Plan Administrator from time to time
selects.  Awards may also be made to consultants, agents, advisors and
independent contractors who provide services to the Company and its
Subsidiaries.

                               SECTION 6.  AWARDS

6.1  Form and Grant of Awards

     The Plan Administrator shall have the authority, in its sole discretion, to
determine the type or types of Awards to be made under the Plan.  Such Awards
may include Nonqualified Stock Options and Stock Awards.  Awards may be granted
singly or in combination.
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6.2  Settlement of Awards

     The Company may settle Awards through the delivery of shares of Common
Stock, cash payments, the granting of replacement Awards or any combination
thereof as the Plan Administrator shall determine.  Any Award settlement,
including payment deferrals, may be subject to such conditions, restrictions and
contingencies as the Plan Administrator shall determine.  The Plan Administrator
may permit or require the deferral of any Award payment, subject to such rules
and procedures as it may establish, which may include provisions for the payment
or crediting of interest, or dividend equivalents, including converting such
credits into deferred stock equivalents.  The Plan Administrator may at any time
offer to buy out, for a payment in cash or Common Stock, an Award previously
granted based on such terms and conditions as the Plan Administrator shall
establish and communicate to the Participant at the time such offer is made.

6.3  Acquired Company Awards

     Notwithstanding anything in the Plan to the contrary, the Plan
Administrator may grant Awards under the Plan in substitution for awards issued
under other plans, or assume under the Plan awards issued under other plans, if
the other plans are or were plans of other acquired entities ("Acquired
Entities") (or the parent of the Acquired Entity) and the new Award is
substituted, or the old award is assumed, by reason of a merger, consolidation,
acquisition of property or of stock, reorganization or liquidation (the
"Acquisition Transaction").  In the event that a written agreement pursuant to
which the Acquisition Transaction is completed is approved by the Board and said
agreement sets forth the terms and conditions of the substitution for or
assumption of outstanding awards of the Acquired Entity, said terms and
conditions shall be deemed to be the action of the Plan Administrator without
any further action by the Plan Administrator, except as may be required for
compliance with Rule 16b-3 under the Exchange Act, and the persons holding such
awards shall be deemed to be Participants.

                  SECTION 7.  TERMS AND CONDITIONS OF OPTIONS

7.1  Grant of Options

     The Plan Administrator is authorized under the Plan, in its sole
discretion, to issue Options solely as Nonqualified Stock Options.

7.2  Option Exercise Price

     The exercise price for shares purchased under an Option shall be as
determined by the Plan Administrator.

7.3  Term of Options

     The term of each Option shall be as established by the Plan Administrator
or, if not so established, shall be 10 years from the Grant Date.
<PAGE>

7.4  Exercise of Options

     The Plan Administrator shall establish and set forth in each instrument
that evidences an Option the time at which or the installments in which the
Option shall vest and become exercisable, which provisions may be waived or
modified by the Plan Administrator at any time.  If not so established in the
instrument evidencing the Option, the Option shall vest and become exercisable
according to the following schedule, which may be waived or modified by the Plan
Administrator at any time:

<TABLE>
<CAPTION>
Period of Participant's Continuous Employment or
  Service With the Company or Its Subsidiaries           Percent of Total Option
               From the Grant Date                   That Is Vested and Exercisable
-------------------------------------------------    ------------------------------
<S>                                                    <C>
                  After 1 year                                   20%
             Each quarter thereafter                       an additional 6.66%
                  After 4 years                                 100%
</TABLE>
     To the extent that the right to purchase shares has accrued thereunder, an
Option may be exercised from time to time by written notice to the Company, in
accordance with procedures established by the Plan Administrator, setting forth
the number of shares with respect to which the Option is being exercised and
accompanied by payment in full as described in Section 7.5.  The Plan
Administrator may determine at any time that an Option may not be exercised as
to less than 100 shares at any one time (or the lesser number of remaining
shares covered by the Option).

7.5  Payment of Exercise Price

     The exercise price for shares purchased under an Option shall be paid in
full to the Company by delivery of consideration equal to the product of the
Option exercise price and the number of shares purchased.  Such consideration
must be paid in cash or by check or, unless the Plan Administrator in its sole
discretion determines otherwise, either at the time the Option is granted or at
any time before it is exercised, a combination of cash and/or check (if any) and
one or both of the following alternative forms:  (a) tendering (either actually
or, if and so long as the Common Stock is registered under Section 12(b) or
12(g) of the Exchange Act, by attestation) Common Stock already owned by the
Participant for at least six months (or any shorter period necessary to avoid a
charge to the Company's earnings for financial reporting purposes) having a Fair
Market Value on the day prior to the exercise date equal to the aggregate Option
exercise price or (b) if and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, delivery of a properly executed
exercise notice, together with irrevocable instructions, to (i) a brokerage firm
designated by the Company to deliver promptly to the Company the aggregate
amount of sale or loan proceeds to pay the Option exercise price and any
withholding tax obligations that may arise in connection with the exercise and
(ii) the Company to deliver the certificates for such purchased shares directly
to such brokerage firm, all in accordance with the regulations of the Federal
Reserve Board.  In addition, the exercise price for
<PAGE>

shares purchased under an Option may be paid, either singly or in combination
with one or more of the alternative forms of payment authorized by this Section
7.5, by such other consideration as the Plan Administrator may permit.

7.6  Post-Termination Exercises

     The Plan Administrator shall establish and set forth in each instrument
that evidences an Option whether the Option shall continue to be exercisable,
and the terms and conditions of such exercise, if a Participant ceases to be
employed by, or to provide services to, the Company or its Subsidiaries, which
provisions may be waived or modified by the Plan Administrator at any time.  If
not so established in the instrument evidencing the Option, the Option shall be
exercisable according to the following terms and conditions, which may be waived
or modified by the Plan Administrator at any time.

     In case of termination of the Participant's employment or services with the
Company other than by reason of death or Cause, the Option shall be exercisable,
to the extent of the number of shares purchasable by the Participant at the date
of such termination, only (a) within one year after the date of such termination
if the termination is coincident with Disability or (b) within three months
after the date of such termination if the termination is for any reason other
than Disability, but in no event later than the remaining term of the Option.
Any Option exercisable at the time of the Participant's death may be exercised,
to the extent of the number of shares purchasable by the Participant at the date
of the Participant's death, by the personal representative of the Participant's
estate, the person(s) to whom the Participant's rights under the Option have
passed by will or the applicable laws of descent and distribution or the
beneficiary designated pursuant to Section 9 at any time or from time to time
within one year after the date of death, but in no event later than the
remaining term of the Option.  Any portion of an Option that is not exercisable
on the date of termination of the Participant's employment or services shall
terminate on such date, unless the Plan Administrator determines otherwise.  In
case of termination of the Participant's employment or services for Cause, the
Option shall automatically terminate upon first notification to the Participant
of such termination, unless the Plan Administrator determines otherwise.  If a
Participant's employment or services with the Company are suspended pending an
investigation of whether the Participant shall be terminated for Cause, all the
Participant's rights under any Option likewise shall be suspended during the
period of investigation.

     A transfer of employment or services between or among the Company and its
Subsidiaries shall not be considered a termination of employment or services.
The effect of a Company-approved leave of absence on the terms and conditions of
an Option shall be determined by the Plan Administrator, in its sole discretion.

7.7  Forfeiture Conditions

     In case of (a) termination of the Participant's employment for Cause, (b)
the Participant's breach of such restrictive covenants (e.g., noncompetition and
confidentiality restrictions) as may apply to the Participant, or (c) the
Participant's having engaged in an activity that is detrimental to the Company
(including, without limitation, criminal activity or accepting employment or
<PAGE>

serving as a consultant, advisor, or in any other capacity with a competitor of
the Company), the Plan Administrator may impose conditions of forfeiture on a
Participant's rights with respect to an Option.  Such conditions of forfeiture
may include, in the discretion of the Plan Administrator, (i) suspension or
cancellation of the Participant's right to exercise an Option (whether or not
then otherwise exercisable) or (ii) within the period of six months following
the issuance of shares of Common Stock pursuant to an Award either (y)
cancellation of the shares so issued (and repayment to the Participant of the
full purchase price, if any, paid for such shares) or (z) requiring the
Participant to pay to the Company in cash an amount equal to the gain realized
by the Participant upon exercise of such Option (measured at the date of
exercise) or the receipt of such Award.  Notwithstanding the foregoing, this
Section 7.7 shall be of no force and effect in the event of a Corporate
Transaction.

                            SECTION 8.  STOCK AWARDS

8.1  Grant of Stock Awards

     The Plan Administrator is authorized to make Awards of Common Stock or
Awards denominated in units of Common Stock on such terms and conditions and
subject to such restrictions, if any (which may be based on continuous service
with the Company or the achievement of performance goals) as the Plan
Administrator shall determine, in its sole discretion, which terms, conditions
and restrictions shall be set forth in the instrument evidencing the Award.  The
terms, conditions and restrictions that the Plan Administrator shall have the
power to determine shall include, without limitation, the manner in which shares
subject to Stock Awards are held during the periods they are subject to
restrictions and the circumstances under which forfeiture of the Stock Award
shall occur by reason of termination of the Participant's employment or service
relationship.

8.2  Issuance of Shares

     Upon the satisfaction of any terms, conditions and restrictions prescribed
in respect to a Stock Award, or upon the Participant's release from any terms,
conditions and restrictions of a Stock Award, as determined by the Plan
Administrator, the Company shall release, as soon as practicable, to the
Participant or, in the case of the Participant's death, to the personal
representative of the Participant's estate or as the appropriate court directs,
the appropriate number of shares of Common Stock.
<PAGE>

8.3  Waiver of Restrictions

     Notwithstanding any other provisions of the Plan, the Plan Administrator
may, in its sole discretion, waive the forfeiture period and any other terms,
conditions or restrictions on any Stock Award under such circumstances and
subject to such terms and conditions as the Plan Administrator shall deem
appropriate.

                           SECTION 9.  ASSIGNABILITY

     Awards granted under the Plan may not be assigned, pledged or transferred
by the Participant other than by will or by the applicable laws of descent and
distribution, and, during the Participant's lifetime, such Awards may be
exercised only by the Participant or a permitted assignee or transferee of the
Participant (as provided below).  Notwithstanding the foregoing, the Plan
Administrator, in its sole discretion, may permit such assignment, transfer and
exercisability and may permit a Participant to designate a beneficiary who may
exercise the Award or receive compensation under the Award after the
Participant's death; provided, however, that any Award so assigned or
transferred shall be subject to all the same terms and conditions contained in
the instrument evidencing the Award.

                            SECTION 10.  ADJUSTMENTS

10.1  Adjustment of Shares

      In the event that, at any time or from time to time, a stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to shareholders other than a normal cash
dividend, or other change in the Company's corporate or capital structure
results in (a) the outstanding shares, or any securities exchanged therefor or
received in their place, being exchanged for a different number or class of
securities of the Company or of any other corporation or (b) new, different or
additional securities of the Company or of any other corporation being received
by the holders of shares of Common Stock of the Company, then the Plan
Administrator shall make proportional adjustments in (i) the maximum number and
kind of securities subject to the Plan as set forth in Section 4.1 and (ii) the
number and kind of securities that are subject to any outstanding Award and the
per share price of such securities, without any change in the aggregate price to
be paid therefor.  The determination by the Plan Administrator as to the terms
of any of the foregoing adjustments shall be conclusive and binding.
Notwithstanding the foregoing, a Corporate Transaction shall not be governed by
this Section 10.1 but shall be governed by Section 10.2.

10.2  Corporate Transaction

      (a)  Except as otherwise provided in the instrument that evidences the
Option, in the event of any Corporate Transaction, each Option that is at the
time outstanding shall automatically accelerate so that each such Option shall,
immediately prior to the specified effective date for the Corporate Transaction,
become 100% vested and exercisable.
<PAGE>

      (b)  Such Option shall not so accelerate, however, if and to the extent
that such Option is, in connection with the Corporate Transaction, either to be
assumed by the successor corporation or parent thereof (the "Successor
Corporation") or to be replaced with a comparable award for the purchase of
shares of the capital stock of the Successor Corporation. The determination of
Option comparability shall be made by the Plan Administrator, and its
determination shall be conclusive and binding. Any such Options granted to an
"executive officer" (as that term is defined for purposes of Section 16 of the
Exchange Act) of the Company that are assumed or replaced in the Corporate
Transaction and do not otherwise accelerate at that time shall be accelerated in
the event that the Participant's employment or services subsequently terminate
within two years following such Corporate Transaction, unless such employment or
services are terminated by the Successor Corporation for Cause or by the
Participant voluntarily without Good Reason. Such acceleration shall not occur
if, in the opinion of the Company's outside accountants, it would render
unavailable "pooling of interest" accounting for a Corporate Transaction that
would otherwise qualify for such accounting treatment.

      (c)  All such Options shall terminate and cease to remain outstanding
immediately following the consummation of the Corporate Transaction, except to
the extent assumed by the Successor Corporation.

10.3  Further Adjustment of Options

      Subject to Section 10.2, the Plan Administrator shall have the discretion,
exercisable at any time before a sale, merger, consolidation, reorganization,
liquidation or change in control of the Company, as defined by the Plan
Administrator, to take such further action as it determines to be necessary or
advisable, and fair and equitable to Participants, with respect to Awards.  Such
authorized action may include (but shall not be limited to) establishing,
amending or waiving the type, terms, conditions or duration of, or restrictions
on, Options so as to provide for earlier, later, extended or additional time for
exercise and other modifications, and the Plan Administrator may take such
actions with respect to all Participants, to certain categories of Participants
or only to individual Participants.  The Plan Administrator may take such action
before or after granting Awards to which the action relates and before or after
any public announcement with respect to such sale, merger, consolidation,
reorganization, liquidation or change in control that is the reason for such
action.

10.4  Limitations

      The grant of Awards shall 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.

                            SECTION 11.  WITHHOLDING

      The Company may require the Participant to pay to the Company the amount
of any withholding taxes that the Company is required to withhold with respect
to the grant, vesting or exercise of any Award. Subject to the Plan and
applicable law, the Plan Administrator may, in its sole discretion, permit the
Participant to satisfy withholding obligations, in whole or in part,
<PAGE>

by paying cash, by electing to have the Company withhold shares of Common Stock
or by transferring shares of Common Stock to the Company, in such amounts as are
equivalent to the Fair Market Value of the withholding obligation. The Company
shall have the right to withhold from any Award or any shares of Common Stock
issuable pursuant to an Award or from any cash amounts otherwise due or to
become due from the Company to the Participant an amount equal to such taxes.
The Company may also deduct from any Award any other amounts due from the
Participant to the Company or a Subsidiary.

               SECTION 12.  REPURCHASE AND FIRST REFUSAL RIGHTS

                            12.1  REPURCHASE RIGHTS

     The Plan Administrator shall have the discretion to authorize the issuance
of unvested shares of Common Stock pursuant to the exercise of an Option. Should
the Participant cease to be employed by or provide services to the Company, then
all shares of Common Stock issued upon exercise of an Option which are unvested
at the time of cessation of employment or services shall be subject to
repurchase at the exercise price paid for such shares. The terms and conditions
upon which such repurchase right shall be exercisable (including the period and
procedure for exercise) shall be established by the Plan Administrator and set
forth in the agreement evidencing such right.

     All of the Company's outstanding repurchase rights under this Section 12.1
are assignable by the Company at any time. Such rights shall automatically
terminate, and all shares subject to such terminated rights shall immediately
vest in full, upon the occurrence of a Corporate Transaction, except to the
extent: (a) any such repurchase right is expressly assigned to the Successor
Corporation in connection with the Corporate Transaction or (b) such termination
is precluded by other limitations imposed by the Plan Administrator at the time
the repurchase right is issued.

     The Plan Administrator shall have the discretionary authority, exercisable
either before or after the Participant's cessation of employment or services, to
cancel the Company's outstanding repurchase rights with respect to one or more
shares purchased or purchasable by the Participant under an Option and thereby
accelerate the vesting of such shares in whole or in part at any time.

                          12.2  FIRST REFUSAL RIGHTS

     Until the date on which the initial registration of the Common Stock under
Section 12(b) or 12(g) of the Exchange Act first becomes effective, the Company
shall have the right of first refusal with respect to any proposed sale or other
disposition by the holder of any shares of Common Stock issued pursuant to an
Award granted under the Plan. Such rights of first refusal shall be exercisable
in accordance with the terms and conditions established by the Plan
Administrator and set forth in the agreement evidencing such right.

                          SECTION 13.  MARKET STANDOFF

      In connection with any underwritten public offering by the Company of its
equity securities pursuant to an effective registration statement filed under
the Securities Act, including the Company's initial public offering, a person
shall not sell, or make any short sale of, loan, hypothecate, pledge, grant any
option for the purchase of, or otherwise dispose of transfer for value or
otherwise agree to engage in any of the foregoing transactions with respect to,
any shares issued pursuant to an Award granted under the Plan without the prior
written consent of the Company or its underwriters.  Such limitations shall be
in effect for such period of time as may be requested by the Company or such
underwriters and agreed to by the Company's officers and directors with respect
to their shares; provided, however, that in no event shall such period exceed
180 days.  The limitations of this paragraph shall in all events terminate two
years after the effective date of the Company's initial public offering.
Holders of shares issued pursuant to an Award granted under the Plan shall be
subject to the market standoff provisions of this paragraph only if the officers
and directors of the Company are also subject to similar arrangements.

      In the event of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
Company's outstanding Common Stock effected as a class without the Company's
receipt of consideration, then any new, substituted or additional securities
distributed with respect to the purchased shares shall be immediately subject to
the provisions of this Section 13, to the same extent the purchased shares are
at such time covered by such provisions.

      In order to enforce the limitations of this Section 13, the Company may
impose stop-transfer instructions with respect to the purchased shares until the
end of the applicable standoff period.
<PAGE>

                 SECTION 14.  AMENDMENT AND TERMINATION OF PLAN

14.1  Amendment of Plan

      The Plan may be amended only by the Board in such respects as it shall
deem advisable.

14.2  Termination of Plan

      The Board may suspend or terminate the Plan at any time.  The Plan shall
have no fixed expiration date.

14.3  Consent of Participant

      The amendment or termination of the Plan or the amendment of an
outstanding Award shall not, without the consent of the Participant, impair or
diminish any rights or obligations under any Award theretofore granted under the
Plan; provided, however, that adjustments made pursuant to Section 10 shall not
be subject to these restrictions.

                       SECTION 15.  FOREIGN PARTICIPATION

      To the extent the Plan Administrator deems it necessary, appropriate or
desirable to comply with foreign law or practice and to further the purpose of
this Plan, the Plan Administrator may, without amending this Plan, (a) establish
special rules applicable to Awards granted to Participants who are foreign
nationals, are employed outside the United States, or both, including rules that
differ from those set forth in this Plan, and (b) grant Awards to such
Participants in accordance with those rules.

                              SECTION 16.  GENERAL

16.1  Evidence of Awards

      Awards granted under the Plan shall be evidenced by a written instrument
that shall contain such terms, conditions, limitations and restrictions as the
Plan Administrator shall deem advisable and that are not inconsistent with the
Plan.

16.2  Continued Employment or Services; Rights in Awards

      None of the Plan, participation in the Plan or any action of the Plan
Administrator taken under the Plan shall be construed as giving any person any
right to be retained in the employ of the Company or limit the Company's right
to terminate the employment or services of any person.

16.3  Registration

      The Company shall be under no obligation to any Participant to register
for offering or resale or to qualify for exemption under the Securities Act, or
to register or qualify under state securities laws, any shares of Common Stock,
security or interest in a security paid or issued
<PAGE>

under, or created by, the Plan, or to continue in effect any such registrations
or qualifications if made. The Company may issue certificates for shares with
such legends and subject to such restrictions on transfer and stop-transfer
instructions as counsel for the Company deems necessary or desirable for
compliance by the Company with federal and state securities laws.

      Inability of the Company to obtain, from any regulatory body having
jurisdiction, the authority deemed by the Company's counsel to be necessary for
the lawful issuance and sale of any shares hereunder or the unavailability of an
exemption from registration for the issuance and sale of any shares hereunder
shall relieve the Company of any liability in respect of the nonissuance or sale
of such shares as to which such requisite authority shall not have been
obtained.

      As a condition to the exercise of an Option or the receipt of Common Stock
pursuant to an Award under the Plan, the Company may require the Participant to
represent and warrant at the time of any such exercise or receipt that such
shares are being purchased or received only for the Participant's own account
and without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any
relevant provision of the aforementioned laws.  At the option of the Company, a
stop-transfer order against any such shares may be placed on the official stock
books and records of the Company, and a legend indicating that such shares may
not be pledged, sold or otherwise transferred, unless an opinion of counsel is
provided (concurred in by counsel for the Company) stating that such transfer is
not in violation of any applicable law or regulation, may be stamped on stock
certificates to ensure exemption from registration.  The Plan Administrator may
also require such other action or agreement by the Participant as may from time
to time be necessary to comply with the federal and state securities laws.

16.4  No Rights as a Shareholder

      No Option or Stock Award denominated in units shall entitle the
Participant to any cash dividend, voting or other right of a shareholder unless
and until the date of issuance under the Plan of the shares that are the subject
of such Award, free of all applicable restrictions.

16.5  Compliance With Laws and Regulations

      Notwithstanding anything in the Plan to the contrary, the Board, in its
sole discretion, may bifurcate the Plan so as to restrict, limit or condition
the use of any provision of the Plan to Participants who are officers or
directors subject to Section 16 of the Exchange Act without so restricting,
limiting or conditioning the Plan with respect to other Participants.

16.6  No Trust or Fund

      The Plan is intended to constitute an "unfunded" plan.  Nothing contained
herein shall require the Company to segregate any monies or other property, or
shares of Common Stock, or to create any trusts, or to make any special deposits
for any immediate or deferred amounts payable to any Participant, and no
Participant shall have any rights that are greater than those of a general
unsecured creditor of the Company.
<PAGE>

16.7  Severability

      If any provision of the Plan or any Award is determined to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person, or would
disqualify the Plan or any Award under any law deemed applicable by the Plan
Administrator, such provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended without, in
the Plan Administrator's determination, materially altering the intent of the
Plan or the Award, such provision shall be stricken as to such jurisdiction,
person or Award, and the remainder of the Plan and any such Award shall remain
in full force and effect.

                          SECTION 17.  EFFECTIVE DATE

      The Plan's effective date is the date on which it is adopted by the Board.