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                            INTERACTIVE PAPYRUS, INC.
                              EQUITY INCENTIVE PLAN

                                    SECTION 1
                                  INTRODUCTION

                  1.1 ESTABLISHMENT. Interactive Papyrus, Inc. (the
"Company") hereby establishes the Interactive Papyrus, Inc. Equity Incentive
Plan (the "Plan") for certain officers, employees and consultants of the
Company.

                  1.2 PURPOSES. The purposes of the Plan are to provide the
officers, employees and consultants of the Company selected for participation
in the Plan with added incentives to continue in the long-term service of the
Company and to create in such persons a more direct interest in the future
success of the operations of the Company by relating incentive compensation
to increases in stockholder value, so that the income of such persons is more
closely aligned with the income of the Company's stockholders. The Plan is
also designed to enhance the ability of the Company to attract, retain and
motivate officers, employees and consultants by providing an opportunity for
investment in the Company.

                                    SECTION 2
                                   DEFINITIONS

                  2.1 DEFINITIONS. The following terms shall have the
meanings set forth below:

                           (a)      "AFFILIATED CORPORATION" means (i) any
corporation or other entity (including but not limited to a partnership) that
directly, or through one or more intermediaries controls, is controlled by,
or is under common control with, the Company, or (ii) any entity in which the
Company has a significant equity interest, as determined by the Committee.

                           (b)      "AWARD" means a grant made under this
Plan in the form of Stock, Options, Restricted Stock, Performance Shares, or
Performance Units.

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

                           (d)      "COMMITTEE" means (i) the Board, or (ii)
one or more committees of the Board to whom the Board has delegated all or
part of its authority under this Plan. Any committee under clause (ii) hereof
which makes grants to "officers" of the Company (as that term is defined in
Rule 16a-1(f) promulgated under the Exchange Act) shall be composed of not
less than the minimum number of persons from time to time required by Rule
16b-3, each of whom, to the extent necessary to comply with Rule 16b-3 only,
shall be a "non-employee director" within the meaning of Rule 16b-3(b)(3)(i).

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                           (e)      "COMPANY" means Interactive Papyrus,
Inc., a Delaware corporation, together with its Affiliated Corporations
except where the context otherwise requires.

                           (f)      "EFFECTIVE DATE" means December 2, 1999.

                           (g)      "ELIGIBLE EMPLOYEES" means full-time key
employees (including, without limitation, officers (whether or not full-time)
and directors who are also employees) of the Company or any Affiliated
Corporation or any division thereof, upon whose judgment, initiative and
efforts the Company is, or will be, important to the successful conduct of
its business.

                           (h)      "EXCHANGE ACT" shall mean the Securities
Exchange Act of 1934, as amended.

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

                                    (i)      If the Stock is listed on any
established stock exchange or a national market system, its Fair Market Value
shall be the closing sales price for such Stock (or the closing bid, if no
sales were reported) as quoted on such exchange or system for the last market
trading day prior to the time of determination, as reported in The Wall
Street Journal or such other source as the Committee deems reliable;

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

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

                           (j)      "INCENTIVE STOCK OPTION" means any Option
designated as such and granted in accordance with the requirements of Section
422 of the Internal Revenue Code.

                           (k)      "INTERNAL REVENUE CODE" means the
Internal Revenue Code of 1986, as it may be amended from time to time, and
the rules and regulations promulgated thereunder.

                           (l)      "NON-STATUTORY OPTION" means any Option
other than an Incentive Stock Option.

                           (m)      "OPTION" means a right to purchase Stock
at a stated price for a specified period of time.

                           (n)      "OPTION PRICE" means the price at which
shares of Stock subject to an Option may be purchased, determined in
accordance with Section 7.2(b).

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                           (o)      "PARTICIPANT" means an Eligible Employee
or part-time employee of, or consultant or director to, the Company
designated by the Committee from time to time during the term of the Plan to
receive one or more Awards under the Plan.

                           (p)      "PERFORMANCE CYCLE" means the period of
time as specified by the Committee over which Performance Share or
Performance Units are to be earned.

                           (q)      "PERFORMANCE SHARES" means an Award made
pursuant to Section 9 which entitles a Participant to receive Shares, their
cash equivalent or a combination thereof based on the achievement of
performance targets during a Performance Cycle.

                           (r)      "PERFORMANCE UNITS" means an Award made
pursuant to Section 9 which entitles a Participant to receive cash, Stock or
a combination thereof based on the achievement of performance targets during
a Performance Cycle.

                           (s)      "PLAN YEAR" means each 12-month period
beginning July 1 and ending the following June 30, except that for the first
year of the Plan it shall begin on the Effective Date and extend to June 30
of that year.

                           (t)      "RESTRICTED STOCK" means Stock granted
under Section 8 that is subject to restrictions imposed pursuant to said
Section.

                           (u)      "RULE 16b-3" shall mean Rule 16b-3 as
promulgated by the Securities and Exchange Commission under the Exchange Act,
or any successor rule or regulation thereto as in effect from time to time.

                           (v)      "SERVICE PROVIDER" means an employee or
director of or consultant to the Company.

                           (w)      "SHARE" means a share of Stock.

                           (x)      "STOCK" means the common stock, $.01 par
value, of the Company.

                  2.2 GENDER AND NUMBER. Except when otherwise indicated by
the context, the masculine gender shall also include the feminine gender, and
the definition of any term herein in the singular shall also include the
plural.

                                    SECTION 3
                               PLAN ADMINISTRATION

                  3.1 AUTHORITY OF COMMITTEE. The Plan shall be administered
by the Committee. Subject to the terms of the Plan and applicable law, and in
addition to other express powers and authorizations conferred on the
Committee by the Plan, the Committee shall have full power and authority to:
(i) designate Participants; (ii) determine the type or types of Awards to be
granted to eligible Participants; (iii) determine the number of Shares to be
covered by, or with respect to which payments, rights, or other matters are
to be calculated in connection with, Awards; (iv) determine

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the terms and conditions of any Award; (v) determine whether, to what extent,
and under what circumstances Awards may be settled or exercised in cash,
Shares, other securities, other Awards or other property, or canceled,
forfeited, or suspended and the method or methods by which Awards may be
settled, exercised, canceled, forfeited, or suspended; (vi) determine
whether, to what extent, and under what circumstances cash, shares, other
securities, other Awards, other property, and other amounts payable with
respect to an Award shall be deferred either automatically or at the election
of the holder thereof or of the Committee; (vii) correct any defect, supply
any omission, reconcile any inconsistency and otherwise interpret and
administer the Plan and any instrument or agreement relating to the Plan or
any Award hereunder; (viii) establish, amend, suspend, or waive such rules
and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (ix) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan. To the extent necessary or appropriate, the
Committee may adopt sub-plans consistent with the Plan to conform to
applicable state or foreign securities or tax laws. A majority of the members
of the Committee may determine its actions and fix the time and place of its
meetings.

                  3.2 DETERMINATIONS UNDER THE PLAN. Unless otherwise
expressly provided in the Plan all designations, determinations,
interpretations, and other decisions under or with respect to the Plan or any
Award shall be within the sole discretion of the Committee, may be made at
any time and shall be final, conclusive, and binding upon all persons,
including the Company, any Affiliated Corporation, any Participant, any
holder or beneficiary of any Award, and any shareholder. No member of the
Committee shall be liable for any action, determination or interpretation
made in good faith, and all members of the Committee shall, in addition to
their rights as directors, be fully protected by the Company with respect to
any such action, determination or interpretation.

                                    SECTION 4
                            STOCK SUBJECT TO THE PLAN

                  4.1 NUMBER OF SHARES. Subject to adjustment as provided in
Section 4.3, 3,000,000 Shares are authorized for issuance under the Plan in
accordance with the provisions of the Plan and subject to such restrictions
or other provisions as the Committee may from time to time deem necessary;
provided, however, that no Participant may be granted Awards in any one
calendar year with respect to more than 300,000 Shares. The Shares may be
divided among the various Plan components as the Committee shall determine.
Shares which may be issued upon the exercise of Options shall be applied to
reduce the maximum number of Shares remaining available for use under the
Plan. The Company shall at all times during the term of the Plan and while
any Options are outstanding retain as authorized and unissued Stock, or as
treasury Stock, at least the number of Shares from time to time required
under the provisions of the Plan, or otherwise assure itself of its ability
to perform its obligations hereunder.

                  4.2 UNUSED AND FORFEITED STOCK. Any Shares that are subject
to an Award under this Plan which are not used because the terms and
conditions of the Award are not met, including any Shares that are subject to
an Option which expires or is terminated for any reason, any Shares which are
used for full or partial payment of the purchase price of Shares with respect
to which an Option is exercised and any Shares retained by the Company
pursuant to Section 15.2 shall automatically become available for use under
the Plan. Notwithstanding the foregoing, any Shares

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used for full or partial payment of the purchase price of the Shares with
respect to which an Option is exercised and any Shares retained by the
Company pursuant to Section 15.2 that were originally Incentive Stock Option
Shares must still be considered as having been granted for purposes of
determining whether the Share limitation provided for in Section 4.1 has been
reached for purposes of Incentive Stock Option grants.

                  4.3 ADJUSTMENTS FOR STOCK SPLIT, STOCK DIVIDEND, ETC. If
the Company shall at any time increase or decrease the number of its
outstanding Shares of Stock or change in any way the rights and privileges of
such Shares by means of the payment of a stock dividend or any other
distribution upon such Shares payable in Stock, or through a stock split,
subdivision, consolidation, combination, reclassification or recapitalization
involving the Stock, then in relation to the Stock that is affected by one or
more of the above events, the numbers, rights and privileges of (i) the
shares of Stock as to which Awards may be granted under the Plan, and (ii)
the Shares of Stock then included in each outstanding Option, Performance
Share or Performance Unit granted hereunder, shall be increased, decreased or
changed in like manner as if they had been issued and outstanding, fully paid
and nonassessable at the time of such occurrence.

                  4.4 DIVIDEND PAYABLE IN STOCK OF ANOTHER CORPORATION, ETC.
If the Company shall at any time pay or make any dividend or other
distribution upon the Stock payable in securities of another corporation or
other property (except money or Stock), a proportionate part of such
securities or other property shall be set aside and delivered to any
Participant then holding an Award for the particular type of Stock for which
the dividend or other distribution was made, upon exercise thereof in the
case of Options, and the vesting thereof in the case of other Awards. Prior
to the time that any such securities or other property are delivered to a
Participant in accordance with the foregoing, the Company shall be the owner
of such securities or other property and shall have the right to vote the
securities, receive any dividends payable on such securities, and in all
other respects shall be treated as the owner. If securities or other property
which have been set aside by the Company in accordance with this Section are
not delivered to a Participant because an Award is not exercised or otherwise
vested, then such securities or other property shall remain the property of
the Company and shall be dealt with by the Company as it shall determine in
its sole discretion.

                  4.5 OTHER CHANGES IN STOCK. In the event there shall be any
change, other than as specified in Sections 4.3 and 4.4, in the number or
kind of outstanding shares of Stock or of any stock or other securities into
which the Stock shall be changed or for which it shall have been exchanged,
and if the Committee shall in its discretion determine that such change
equitably requires an adjustment in the number or kind of Shares subject to
outstanding Awards or which have been reserved for issuance pursuant to the
Plan but are not then subject to an Award, then such adjustments shall be
made by the Committee and shall be effective for all purposes of the Plan and
on each outstanding Award that involves the particular type of stock for
which a change was effected.

                  4.6 RIGHTS TO SUBSCRIBE. If the Company shall at any time
grant to the holders of its Stock rights to subscribe pro rata for additional
shares thereof or for any other securities of the Company or of any other
corporation, there shall be reserved with respect to the Shares then subject
to an Award held by any Participant of the particular class of Stock
involved, the Stock or other securities which the Participant would have been
entitled to subscribe for if immediately prior to such grant the Participant
had exercised his entire Option, or otherwise vested in his entire Award.

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If, upon exercise of any such Option or the vesting of any other Award, the
Participant subscribes for the additional Stock or other securities, the
Participant shall pay to the Company the price that is payable by the
Participant for such Stock or other securities.

                  4.7 GENERAL ADJUSTMENT RULES. If any adjustment or
substitution provided for in this Section 4 shall result in the creation of a
fractional Share under any Award, the Company shall, in lieu of selling or
otherwise issuing such fractional Share, pay to the Participant a cash sum in
an amount equal to the product of such fraction multiplied by the Fair Market
Value of a Share on the date the fractional Share would otherwise have been
issued. In the case of any such substitution or adjustment affecting an
Option, the total Option Price for the shares of Stock then subject to an
Option shall remain unchanged but the Option Price per shall under each such
Option shall be equitably adjusted by the Committee to reflect the greater or
lesser number of shares of Stock or other securities into which the Stock
subject to the Option may have been changed.

                  4.8 DETERMINATION BY COMMITTEE, ETC. Adjustments under this
Section 4 shall be made by the Committee, whose determinations with regard
thereto shall be final and binding upon all persons.

                                    SECTION 5
                          REORGANIZATION OR LIQUIDATION

                  In the event that the Company is merged or consolidated
with another corporation (other than a merger or consolidation in which the
Company is the continuing corporation and which does not result in any
reclassification or change of outstanding Shares), or if all or substantially
all of the assets or more than 50% of the outstanding voting stock of the
Company is acquired by any other corporation, business entity or person
(other than a sale or conveyance in which the Company continues as a holding
company of an entity or entities that conduct the business or businesses
formerly conducted by the Company), or in case of a reorganization (other
than a reorganization under the United States Bankruptcy Code) or liquidation
of the Company, and if the provisions of Section 10 do not apply, the
Committee, or the board of directors of any corporation assuming the
obligations of the Company, shall, have the power and discretion to prescribe
the terms and conditions for the exercise, or modification, of any
outstanding Awards granted hereunder. By way of illustration, and not by way
of limitation, the Committee may provide for the complete or partial
acceleration of the dates of exercise of the Options, or may provide that
such Options will be exchanged or converted into options to acquire
securities of the surviving or acquiring corporation, or may provide for a
payment or distribution in respect of outstanding Options (or the portion
thereof that is currently exercisable) in cancellation thereof. The Committee
may remove restrictions on Restricted Stock and may modify the performance
requirements for any other Awards. The Committee may provide that Stock or
other Awards granted hereunder must be exercised in connection with the
closing of such transaction, and that if not so exercised such Awards will
expire. Any such determinations by the Committee may be made generally with
respect to all Participants, or may be made on a case-by-case basis with
respect to particular Participants. The provisions of this Section 5 shall
not apply to any transaction undertaken for the purpose of reincorporating
the Company under the laws of another jurisdiction, if such transaction does
not materially affect the beneficial ownership of the Company's capital stock.

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                                    SECTION 6
                                  PARTICIPATION

                  Participants in the Plan shall be those Eligible Employees,
part-time employees or consultants who, in the judgment of the Committee, are
performing, or during the term of their incentive arrangement will perform,
important services in the management, operation and development of the
Company, and significantly contribute, or are expected to significantly
contribute, to the achievement of long-term corporate economic objectives.
Participants may be granted from time to time one or more Awards; provided,
however, that the grant of each such Award shall be separately approved by
the Committee, and receipt of one such Award shall not result in automatic
receipt of any other Award, written notice shall be given to such person,
specifying the terms, conditions, rights and duties related thereto; and
further provided that Incentive Stock Options shall not be granted to (i)
Eligible Employees of any partnership or other entity which is included
within the definition of an Affiliated Corporation but whose employees are
not permitted to receive Incentive Stock Options under the Internal Revenue
Code or (ii) consultants. Each Participant shall enter into an agreement with
the Company, in such form as the Committee shall determine and which is
consistent with the provisions of the Plan, specifying such terms,
conditions, rights and duties. Awards shall be deemed to be granted as of the
date specified in the grant resolution of the Committee, which date shall be
the date of any related agreement with the Participant. In the event of any
inconsistency between the provisions of the Plan and any such agreement
entered into hereunder, the provisions of the Plan shall govern.

                                    SECTION 7
                                  STOCK OPTIONS

                  7.1 GRANT OF OPTIONS. Coincident with or following
designation for participation in the Plan, a Participant may be granted one
or more Options. The Committee in its sole discretion shall designated
whether an Option is to be considered an Incentive Stock Option or a
Non-Statutory Option. The Committee may grant both an Incentive Stock Option
and a Non-Statutory Option to the same Participant at the same time or at
different times. Incentive Stock Options and Non-Statutory Options, whether
granted at the same or different times, shall be deemed to have been awarded
in separate grants, shall be clearly identified, and in no event shall the
exercise of one Option affect the right to exercise any other Option or
affect the number of Shares for which any other Option may be exercised.

                  7.2 OPTION AGREEMENTS. Each Option granted under the Plan
shall be evidenced by a written stock option agreement which shall be entered
into by the Company and the Participant to whom the Option is granted (the
"Option Holder"), and which shall contain the following terms and conditions,
as well as such other terms and conditions not inconsistent therewith, as the
Committee may consider appropriate in each case.

                           (a)      NUMBER OF SHARES. Each stock option
agreement shall state that it covers a specified number of Shares, as
determined by the Committee. To the extent that the aggregate Fair Market
Value of Shares with respect to which Options designated as Incentive Stock
Options are exercisable for the first time by any Participant during any year
(under all plans of the Company and any Affiliated Corporation) exceeds
$100,000, such Options shall be treated as not

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being Incentive Stock Options. The foregoing shall be applied by taking
Options into account in the order in which they were granted. For the
purposes of the foregoing, the Fair Market Value of any Share shall be
determined as of the time the Option with respect to such Share is granted.
In the event the foregoing results in a portion of an Option designated as an
Incentive Stock Option exceeding the $100,000 limitation, only such excess
shall be treated as not being an Incentive Stock Option.

                           (b)      PRICE. The price at which each Share
covered by an Option may be purchased shall be determined in each case by the
Committee and set forth in the stock option agreement, but in no event shall
the Option Price for each Share covered by an Incentive Stock Option be less
than the Fair Market Value of the Stock on the date the Option is granted;
provided, however, that the Option Price for each Share covered by a
Non-Statutory Option may be granted at any price less than Fair Market Value,
in the sole discretion of the Committee; and provided further that the Option
Price for each Share covered by an Incentive Stock Option granted to an
Eligible Employee who then owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any parent or
subsidiary corporation of the Company must be at least 110% of the Fair
Market Value of the Stock subject to the Incentive Stock Option on the date
the Option is granted.

                           (c)      DURATION OF OPTIONS. Each stock option
agreement shall state the period of time, determined by the Committee, within
which the Option may be exercised by the Option Holder (the "Option Period").
The Option Period must expire, in all cases, not more than ten years from the
date an Option is granted; provided, however, that the Option Period of an
Incentive Stock Option granted to an Eligible Employee who then owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any parent or subsidiary corporation of the Company
must expire not more than five years from the date such an Option is granted.
Each stock option agreement shall also state the periods of time, if any, as
determined by the Committee, when incremental portions of each Option shall
vest. If any Option is not exercised during its Option Period, it shall be
deemed to have been forfeited and or no further force or effect.

                           (d)      TERMINATION OF SERVICE, DEATH,
DISABILITY, ETC. Except as otherwise determined by the Committee, each stock
option agreement shall provide as follows with respect to the exercise of the
Option upon an Option Holder ceasing to be a Service Provider or on the death
or disability of the Option Holder:

                                    (i)      If the Option Holder ceases to
be a Service Provider within the Option Period for cause, as determined by
the Company, the Option shall thereafter be void for all purposes. As used in
this Section 7.2(d), "cause" shall mean a gross violation, as determined by
the Company, of the Company's established policies and procedures. The effect
of this Section 7.2(d)(i) shall be limited to determining the consequences of
a termination, and nothing in this Section 7.2(d)(i) shall restrict or
otherwise interfere with the Company's discretion with respect to the
termination of any Service Provider.

                                    (ii)     If the Option Holder ceases to
be a Service Provider with the Company in a manner determined by the Board,
in its sole discretion, to constitute retirement (which determination shall
be communicated to the Option Holder within 10 days of such termination), the
Option may be exercised by the Option Holder, or in the case of death by the
persons specified in

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clause (iii) of this Section 7.2(d), within three months following his or her
retirement if the Option is an Incentive Stock Option or within twelve months
following his or her retirement if the Option is a Non-Statutory Stock Option
(provided in each case that such exercise must occur within the Option
Period), but not thereafter. In any such case, the Option may be exercised
only as to the Shares as to which the Option had become exercisable on or
before the date the Option Holder ceases to be a Service Provider.

                                    (iii)    If the Option Holder dies (A)
while he or she is a Service Provider, (B) within the three-month period
referred to in clause (v) below, or (C) within the three or twelve-month
period referred to in clause (ii) above, the Option may be exercised by those
entitled to do so under the Option Holder's will or by the laws of descent
and distribution within twelve months following the Option Holder's death
(provided that such exercise must occur within the Option Period), but not
thereafter. In any such case, the Option may be exercised only as to the
Shares as to which the Option had become exercisable on or before the date of
the Option Holder's death or at such time as the Option Holder ceased to be a
Service Provider, whichever is earlier.

                                    (iv)     If the Option Holder becomes
disabled (within the meaning of Section 22(e) of the Internal Revenue Code)
while a Service Provider, Incentive Stock Options held by the Option Holder
may be exercised by the Option Holder within twelve months following the date
the Option Holder ceases to be a Service Provider (provided that such
exercise must occur within the Option Period), but not thereafter. If the
Option Holder becomes disabled (within the meaning of Section 22(e) of the
Internal Revenue Code) while a Service Provider or within three-month period
referred to in clause (v) below or within the twelve month period following
his or her retirement as provided in clause (ii) above, Non-Statutory Options
held by the Option Holder may be exercised by the Option Holder within twelve
months following the date of the Option Holder's disability (provided that
such exercise must occur within the Option Period), but not thereafter. In
any such case, the Option may be exercised only as to the Shares as to which
the Option had become exercisable on or before the date the Option Holder
ceased to be a Service Provider.

                                    (v)      If the Option Holder ceases to
be a Service Provider (which for this purpose means that the Option Holder is
no longer employed by, a director of, or consulting with the Company or an
Affiliated Corporation) within the Option Period for any reason other than
cause, retirement as provided in clause (ii) above, disability as provided in
clause (iv) above or the Option Holder's death, the Option may be exercised
by the Option Holder within three months following the date of such cessation
(provided that such exercise must occur within the Option Period), but not
thereafter. In any such case, the Option may be exercised only as to the
Shares as to which the Option had become exercisable on or before the date
that the Option Holder ceases to be a Service Provider

                           (e)      TRANSFERABILITY. Except as otherwise
determined by the Committee, Options shall not be transferable by the Option
Holder except by will or pursuant to the laws of descent and distribution or
pursuant to a "qualified domestic relations order" as defined by the Internal
Revenue Code or Title I of the Employee Retirement Income Security Act of
1974 ("ERISA"); each Option shall be exercisable during the Option Holder's
lifetime only by him or her, or in the event of disability or incapacity, by
his or her guardian or legal representative; and Shares issuable pursuant to
any Option shall be delivered only to or for the account of the Option
Holder, or in the event of disability or incapacity, by his or her guardian
or legal representative.

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                           (f)      EXERCISE, PAYMENTS, ETC.

                                    (i)      Each stock option agreement
shall provide that the method for exercising the Option granted therein shall
be by delivery to the Corporate Secretary of the Company of written notice
specifying the number of Shares with respect to which such Option is
exercised (which may be required to be a minimum number of Shares as
established by the Committee in its discretion) and payment of the Option
Price. Such notice shall be in a form satisfactory to the Committee and shall
specify the particular Option (or portion thereof) which is being exercised
and the number of Shares with respect to which the Option is being exercised.
The exercise of the Option shall be deemed effective upon receipt of such
notice by the Corporate Secretary and payment to the Company. The purchase of
such Stock shall take place at the principal offices of the Company upon
delivery of such notice, at which time the purchase price of the Stock shall
be paid in full by any of the methods or any combination of the methods set
forth in (ii) below. A properly executed certificate or certificates
representing the Stock shall be issued by the Company and delivered to the
Option Holder. If certificates representing Stock are used to pay all or part
of the Option Price, separate certificates for the same number of shares of
Stock shall be issued by the Company and delivered to the Option Holder
representing each certificate used to pay the Option Price, and an additional
certificate shall be issued by the Company and delivered to the Option Holder
representing the additional shares, in excess of the Option Price, to which
the Option Holder is entitled as a result of the exercise of the Option.

                                    (ii)     The exercise price shall be paid
by any of the following methods or any combination of the following methods:

                                            (A)      in cash;

                                            (B)      by cashier's check
payable to the order of the Company;

                                            (C)      if authorized by the
Committee, in its sole discretion, by delivery to the Company of certificates
representing the number of Shares then owned by the Option Holder, the Fair
Market Value of which equals the purchase price of the Stock purchased
pursuant to the Option, properly endorsed for transfer to the Company;
provided however, that Shares used for this purpose must have been held by
the Option Holder for such minimum period of time as may be established from
time to time by the Committee; and provided further that the Fair Market
Value of any Shares delivered in payment of the purchase price upon exercise
of the Option shall be the Fair Market Value as of the exercise date, which
shall be the date of delivery of the certificates for the Stock used as
payment of the Option Price; or

                                            (D)      if authorized by the
Committee, in its sole discretion, by delivery to the Company of a properly
executed notice of exercise together with irrevocable instructions to a
broker to deliver to the Company promptly the amount of the proceeds of the
sale of all or a portion of the Stock or of a loan from the broker to the
Option Holder necessary to pay the exercise price.

                                    (iii)    In the discretion of the
Committee, the Company may guaranty a third-party loan obtained by a
Participant to pay part or all of the Option Price of the Shares provided
that such loan or the Company's guaranty is secured by the Shares.

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                           (g)      DATE OF GRANT. An option shall be
considered as having been granted on the date specified in the grant
resolution of the Committee.

                           (h)      WITHHOLDING.

                                            (A)      NON-STATUTORY OPTIONS.
Each stock option agreement covering Non-Statutory Options shall provide
that, upon exercise of the Option, the Option Holder shall make appropriate
arrangements with the Company to provide for the amount of additional
withholding required by applicable federal and state income tax laws,
including payment of such taxes through delivery of Stock or by withholding
Stock to be issued under the Option, as provided in Section 15.

                                            (B)      INCENTIVE OPTIONS.  In
the event that a Participant makes a disposition (as defined in Section
424(c) of the Internal Revenue Code) of any Stock acquired pursuant to the
exercise of an Incentive Stock Option prior to the later of (i) the
expiration of two years from the date on which the Incentive Stock Option was
granted or (ii) the expiration of one year from the date on which the Option
was exercised, the Participant shall send written notice to the Company at
its principal office in Denver, Colorado (Attention: Corporate Secretary) of
the date of such disposition, the number of shares disposed of, the amount of
proceeds received from such disposition, and any other information relating
to such disposition as the Company may reasonably request. The Participant
shall, in the event of such a disposition, make appropriate arrangements with
the Company to provide for the amount of additional withholding, if any,
required by applicable federal and state income tax laws.

                                    (i)     ADJUSTMENT OF OPTIONS.  Subject
to the limitations contained in Sections 7 and 14, the Committee may make any
adjustment in the Option Price, the number of shares subject to, or the terms
of, an outstanding Option and a subsequent granting of an Option by amendment
or by substitution of an outstanding Option. Such amendment, substitution, or
re-grant may result in terms and conditions (including Option Price, number
of shares covered, vesting schedule or exercise period) that differ from the
terms and conditions of the original Option. The Committee may not, however,
adversely affect the rights of any Participant to previously granted Options
without the consent of such Participant. If such action is affected by
amendment, the effective date of such amendment shall be the date of the
original grant.

                  7.3 STOCKHOLDER PRIVILEGES. No Option Holder shall have any
rights as a stockholder with respect to any Shares covered by an Option until
the Option Holder becomes the holder of record of such Stock, and no
adjustments shall be made for dividends or other distributions or other
rights as to which there is a record date preceding the date such Option
Holder becomes the holder of record of such Stock, except as provided in
Section 4.

                                    SECTION 8
                             RESTRICTED STOCK AWARDS

                  8.1 AWARDS GRANTED BY COMMITTEE. Coincident with or
following designation for participation in the Plan, a Participant may be
granted one or more Restricted Stock Awards

                                      -11-

<PAGE>


consisting of Shares. The number of Shares granted as a Restricted Stock
Award shall be determined by the Committee.

                  8.2 RESTRICTIONS. A Participant's right to retain a
Restricted Stock Award granted to him under Section 8.1 shall be subject to
such restrictions, including but not limited to his continuing to perform as
a Service Provider for a restriction period specified by the Committee, or
the attainment of specified performance goals and objectives, as may be
established by the Committee with respect to such Award. The Committee may in
its sole discretion require different periods of service or different
performance goals and objectives with respect to (i) different Participants,
(ii) different Restricted Stock Awards, or (iii) separate, designated
portions of the Shares constituting a Restricted Stock Award.

                  8.3 PRIVILEGES OF A STOCKHOLDER, TRANSFERABILITY. A
Participant shall have all voting, dividend, liquidation and other rights
with respect to Stock in accordance with its terms received by him as a
Restricted Stock Award under this Section 8 upon his becoming the holder of
record of such Stock; provided, however, that the Participant's right to
sell, encumber or otherwise transfer such Stock shall be subject to the
limitations of Section 11.2 hereof.

                  8.4 ENFORCEMENT OF RESTRICTIONS. The Committee may in its
sole discretion require one or more of the following methods of enforcing the
restrictions referred to in Section 8.2 and 8.3:

                           (a)      placing a legend on the stock
certificates referring to the restrictions;

                           (b)      requiring the Participant to keep the
stock certificates, duly endorsed, in the custody of the Company while the
restrictions remain in effect; or

                           (c)      requiring that the stock certificates,
duly endorsed, be held in the custody of a third party while the restrictions
remain in effect.

                  8.5 TERMINATION OF SERVICE, DEATH, DISABILITY, ETC. In the
event of the death or disability (within the meaning of Section 22(e) of the
Internal Revenue Code) of a Participant, or the retirement of a Participant
as provided in Section 7.2(d)(ii), all service period and other restrictions
applicable to Restricted Stock Awards then held by him shall lapse, and such
Awards shall become fully nonforfeitable. Subject to Sections 5 and 10, in
the event a Participant ceases to be a Service Provider for any other reason,
any Restricted Stock Awards as to which the service period or other
restrictions have not been satisfied shall be forfeited.

                                    SECTION 9
                    PERFORMANCE SHARES AND PERFORMANCE UNITS

                  9.1 AWARDS GRANTED BY COMMITTEE. Coincident with or
following designation for participation in the Plan, a Participant may be
granted Performance Shares or Performance Units.

                  9.2 AMOUNT OF AWARD. The Committee shall establish a
maximum amount of a Participant's Award, which amount shall be denominated in
Shares in the case of Performance Shares or in dollars in the case of
Performance Units.

                                      -12-

<PAGE>


                  9.3 COMMUNICATION OF AWARD. Written notice of the maximum
amount of a Participant's Award and the Performance Cycle determined by the
Committee shall be given to a Participant as soon as practicable after
approval of the Award by the Committee.

                  9.4 AMOUNT OF AWARD PAYABLE. The Committee shall establish
maximum and minimum performance targets to be achieved during the applicable
Performance Cycle. Performance targets established by the Committee shall
relate to corporate, group, unit or individual performance and may be
established in terms of earnings, growth in earnings, ratios of earnings to
equity or assets, or such other measures or standards determined by the
Committee. Multiple performance targets may be used and the components of
multiple performance targets may be given the same or different weighting in
determining the amount of an Award earned, and may relate to absolute
performance or relative performance measured against other groups, units,
individuals or entities. Achievement of the maximum performance target shall
entitle the Participant to payment (subject to Section 9.6) at the full or
maximum amount specified with respect to the Award; provided, however, that
notwithstanding any other provisions of this Plan, in the case of an Award of
Performance Shares the Committee in its discretion may establish an upper
limit on the amount payable (whether in cash or Stock) as a result of the
achievement of the maximum performance target. The Committee may also
establish that a portion of a full or maximum amount of a Participant's Award
will be paid (subject to Section 9.6) for performance which exceeds the
minimum performance target but falls below the maximum performance target
applicable to such Award.

                  9.5 ADJUSTMENTS. At any time prior to payment of a
Performance Share or Performance Unit Award, the Committee may adjust
previously established performance targets or other terms and conditions to
reflect events such as changes in laws, regulations, or accounting practice,
or mergers, acquisitions or divestitures.

                  9.6 PAYMENTS OF AWARDS. Following the conclusion of each
Performance Cycle, the Committee shall determine the extent to which
performance targets have been attained, and the satisfaction of any other
terms and conditions with respect to an Award relating to such Performance
Cycle. The Committee shall determine what, if any, payment is due with
respect to an Award and whether such payment shall be made in cash, Stock or
some combination. Payment shall be made in a lump sum or installments, as
determined by the Committee, commencing as promptly as practicable following
the end of the applicable Performance Cycle, subject to such terms and
conditions and in such form as may be prescribed by the Committee.

                  9.7 TERMINATION OF EMPLOYMENT. If a Participant ceases to
be a Service Provider before the end of a Performance Cycle by reason of his
death, disability as provided in Section 7.2(d)(iv), or retirement as
provided in Section 7.2(d)(ii), the Performance Cycle for such Participant
for the purpose of determining the amount of the Award payable shall end at
the end of the calendar quarter immediately preceding the date on which such
Participant ceased to be a Service Provider. The amount of an Award payable
to a Participant to whom the preceding sentence is applicable shall be paid
at the end of the Performance Cycle and shall be that fraction of the Award
computed pursuant to the preceding sentence the numerator of which is the
number of calendar quarters during the Performance Cycle during all of which
said Participant was a Service Provider and the denominator of which is the
number of full calendar quarters in the Performance Cycle. Upon any

                                      -13-

<PAGE>



other termination of Participant's services as a Service Provider during a
Performance Cycle, participation in the Plan shall cease and all outstanding
Awards of Performance Shares or Performance Units to such Participant shall
be canceled.

                                   SECTION 10
                                CHANGE IN CONTROL

                  10.1 OPTIONS, RESTRICTED STOCK. In the event of a change in
control of the Company as defined in Section 10.3, then the Committee may, in
its sole discretion, without obtaining stockholder approval, to the extent
permitted in Section 14, take any or all of the following actions: (a)
accelerate the exercise dates of any outstanding Options or make all such
Options fully vested and exercisable; (b) grant a cash bonus award to any
Option Holder in an amount necessary to pay the Option Price of all or any
portion of the Options then held by such Option Holder; (c) pay cash to any
or all Option Holders in exchange for the cancellation of their outstanding
Options in an amount equal to the different between the Option Price of such
Options and the greater of the tender offer price for the underlying Stock or
the Fair Market Value of the Stock on the date of the cancellation of the
Options; (d) make any other adjustments or amendments to the outstanding
Options; and (e) eliminate all restrictions with respect to Restricted Stock
and deliver Shares free of restrictive legends to any Participant.

                  10.2 PERFORMANCE SHARES AND PERFORMANCE UNITS. Under the
circumstances described in Section 10.1, the Committee may, in its sole
discretion, and without obtaining stockholder approval, to the extent
permitted in Section 14, provide for payment of outstanding Performance
Shares and Performance Units at the maximum award level or any percentage
thereof.

                  10.3 DEFINITION. For purposes of the Plan, a "change in
control" shall be deemed to have occurred if: (a) any "person" or "group"
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act),
other than a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or under a trust, the grantor of which is Bobby
G. Stevenson, or Bobby G. Stevenson, is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
more than 33 1/3% of the then outstanding voting stock of the Company; or (b)
at any time during any period of three consecutive years (not including any
period prior to the Effective Date), individuals who at the beginning of such
period constitute the Board (and any new director whose election by the Board
or whose nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds of the directors then still in office who
either were directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority thereof; or (c) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) at least 80% of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders approve a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's
assets.

                                      -14-

<PAGE>

                                   SECTION 11
                        RIGHTS OF EMPLOYEES; PARTICIPANTS

                  11.1 EMPLOYMENT. Nothing contained in the Plan or in any
Award granted under the Plan shall confer upon any Participant any right with
respect to the continuation of his or her services as a Service Provider, or
interfere in any way with the right of the Company, subject to the terms of
any separate employment or consulting agreement to the contrary, at any time
to terminate such services or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of an Award.
Whether an authorized leave of absence, or absence in military or government
service, shall constitute a termination of Participant's services as a
Service Provider shall be determined by the Committee at the time.

                  11.2 NONTRANSFERABILITY. Except as provided in Section
11.3, no right or interest of any Participant in an Award granted pursuant to
the Plan shall be assignable or transferable during the lifetime of the
Participant except pursuant to a "qualified domestic relations order" as
defined by the Internal Revenue Code or Title I of ERISA, either voluntarily
or involuntarily, or be subjected to any lien, directly or indirectly, by
operation of law, or otherwise, including execution, levy, garnishment,
attachment, pledge or bankruptcy. In the event or a Participant's death, a
Participant's rights and interests in Options shall, to the extent provided
in Section 7, be transferable by testamentary will or the laws of descent and
distribution, and payment of any amounts due under the Plan shall be made to,
and exercise of any Options may be made by, the Participant's legal
representatives, heirs or legatees. If, in the opinion of the Committee, a
person entitled to payments or to exercise rights with respect to the Plan is
disabled from caring for his affairs because of mental condition, physical
condition or age, payment due such person may be made to, and such rights
shall be exercised by, such person's guardian, conservator or other legal
personal representative upon furnishing the Committee with evidence
satisfactory to the Committee of such status. Transfers shall not be deemed
to include transfers to the Company or "cashless exercise" procedures with
third parties who provide financing for the purpose of (or who otherwise
facilitate) the exercise of Awards consistent with applicable laws and the
authorization of the Committee.

                  11.3 PERMITTED TRANSFERS. Pursuant to conditions and
procedures established by the Committee from time to time, the Committee may
permit Awards to be transferred to, exercised by and paid to certain persons
or entities related to a Participant, including but not limited to members of
the Participant's immediate family, charitable institutions, or trusts or
other entities whose beneficiaries or beneficial owners are members of the
Participant's immediate family and/or charitable institutions. In the case of
initial Awards, at the request of the Participant, the Committee may permit
the naming of the related person or entity as the Award recipient. Any
permitted transfer shall be subject to the condition that the Committee
receive evidence satisfactory to it that the transfer is being made for
estate and/or tax planning purposes on a gratuitous or donative basis and
without consideration (other than nominal consideration). Notwithstanding the
foregoing, Incentive Stock Options shall only be transferable to the extent
permitted by Section 422 of the Internal Revenue Code and the treasury
regulations thereunder.

                                      -15-

<PAGE>

                                   SECTION 12
                              GENERAL RESTRICTIONS

                  12.1 INVESTMENT REPRESENTATIONS. The Company may require
any person to whom an Option or other Award is granted, as a condition of
exercising such Option or receiving Stock under the Award, to give written
assurances in substance and form satisfactory to the Company and its counsel
to the effect that such person is acquiring the Stock subject to the Option
or the Award for his own account for investment and not with any present
intention or selling or otherwise distributing the same, and to such other
effects as the Company deems necessary or appropriate in order to comply with
federal and applicable state securities laws. Legends evidencing such
restrictions may be placed on the certificates evidencing the Stock.

                  12.2 COMPLIANCE WITH SECURITIES LAWS. Each Award shall be
subject to the requirement that, if at any time counsel to the Company shall
determine that the listing, registration or qualification of the Shares
subject to such Award upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental or regulatory
body, is necessary as a condition of, or in connection with, the issuance or
purchase of Shares thereunder, such Award may not be accepted or exercised in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained on conditions acceptable to the
Committee. Nothing herein shall be deemed to require the Company to apply for
or to obtain such listing, registration or qualification.

                  12.3 STOCK RESTRICTION AGREEMENT. The Committee may provide
that shares of Stock issuable upon the exercise of an Option shall, under
certain conditions, be subject to restrictions whereby the Company has a
right of first refusal with respect to such shares or a right or obligation
to repurchase all or a portion of such shares, which restrictions may survive
a Participant's cessation or termination as a Service Provider.

                                   SECTION 13
                             OTHER EMPLOYEE BENEFITS

                  The amount of any compensation deemed to be received by a
Participant as a result of the exercise of an Option or the grant or vesting
of any other Award shall not constitute "earnings" with respect to which any
other benefits of such Participant are determined, including without
limitation benefits under any pension, profit sharing, life insurance or
salary continuation plan.

                                   SECTION 14
                  PLAN AMENDMENT, MODIFICATION AND TERMINATION

                  The Board may at any time terminate, and from time-to-time
may amend or modify, the Plan; provided, however, that no amendment or
modification may become effective without approval of the amendment or
modification by the stockholders if stockholder approval is required to
enable the Plan to satisfy any applicable statutory or regulatory
requirements, or if the Company, on the advice of counsel, determines that
stockholder approval is otherwise necessary or desirable.

                                      -16-

<PAGE>



                  No amendment, modification or termination of the Plan shall
in any manner adversely affect any Awards theretofore granted under the Plan,
without the consent of the Participant holding such Awards.

                                   SECTION 15
                                   WITHHOLDING

                  15.1 WITHHOLDING REQUIREMENT. The Company's obligations to
deliver Shares upon the exercise of an Option, or upon the vesting of any
other Award, shall be subject to the Participant's satisfaction of all
applicable federal, state and local income and other tax withholding
requirements.

                  15.2 WITHHOLDING WITH STOCK. At the time the Committee
grants an Award, it may, in its sole discretion, grant the Participant an
election to pay all such amounts of tax withholding, or any part thereof, by
electing to transfer to the Company, or to have the Company withhold from
Shares otherwise issuable to the Participant, Shares having a value equal to
the amount required to be withheld or such lesser amount as may be elected by
the Participant. All elections shall be subject to the approval or
disapproval of the Committee. The value of Shares to be withheld shall be
based on the Fair Market Value of the Stock on the date that the amount of
tax to be withheld is to be determined (the "Tax Date"). Any such elections
by Participants to have Shares withheld for this purpose will be subject to
the following restrictions:

                           (a)      All elections must be made prior to the
Tax Date;

                           (b)      All elections shall be irrevocable; and

                           (c)      If the Participant is an officer or
director of the Company within the meaning of Section 16 of the Exchange Act
("Section 16"), the Participant must satisfy the requirements of such Section
16 and any applicable rules thereunder with respect to the use of Stock to
satisfy such tax withholding obligation.

                                   SECTION 16
                            SECTION 162(m) PROVISIONS

                  16.1 LIMITATIONS. Notwithstanding any other provision of
this Plan, if the Committee determines at the time any Restricted Stock Award
or Performance Award is granted to a Participant that such Participant is, or
is likely to be at the time he or she recognizes income for federal income
tax purposes in connection with such Award, a Covered Employee (within the
meaning of Section 162(m)(3) of the Internal Revenue Code), then the
Committee may provide that this Section 16 is applicable to such Award.

                  16.2 PERFORMANCE GOALS. If an Award is subject to this
Section 16, then the lapsing of restrictions thereon and the distribution of
cash, Shares or other property pursuant thereto, as applicable, shall be
subject to the achievement of one or more objective performance goals
established by the Committee, which shall be based on the attainment of one
or any combination of

                                      -17-

<PAGE>

the following: specified levels of earnings per share from continuing
operations, operating income, revenues, gross margin, return on operating
assets, return on equity, economic value added, stock price appreciation,
total stockholder return (measured in terms of stock price appreciation and
dividend growth), or cost control, of the Company or Affiliated Corporation
(or any division thereof) for or within which the Participant is primarily
employed. Such performance goals also may be based upon the attaining
specified levels of Company performance under one or more of the measures
described above relative to the performance of other corporations. Such
performance goals shall be set by the Committee within the time period
prescribed by, and shall otherwise comply with the requirements of, Section
162(m) of the Internal Revenue Code and the regulations thereunder.

                  16.3 ADJUSTMENTS. Notwithstanding any provision of the Plan
other than Section 10, with respect to any Award that is subject to this
Section 16, the Committee may not adjust upwards the amount payable pursuant
to such Award, nor may it waive the achievement of the applicable performance
goals except in the case of the death or disability of the Participant.

                  16.4 OTHER RESTRICTIONS. The Committee shall have the power
to impose such other restrictions on Awards subject to this Section 16 as it
may deem necessary or appropriate to ensure that such Awards satisfy all
requirements for "performance-based compensation" within the meaning of
Section 162(m)(4)(B) of the Internal Revenue Code or any successor thereto.

                                   SECTION 17
                             BROKERAGE ARRANGEMENTS

                  The Committee, in its discretion, may enter into
arrangements with one or more banks, brokers or other financial institutions
to facilitate the disposition of shares acquired upon exercise of Stock
Options, including, without limitation, arrangements for the simultaneous
exercise of Stock Options and sale of the Shares acquired upon such exercise.

                                   SECTION 18
                           NONEXCLUSIVITY OF THE PLAN

                  Neither the adoption of the Plan by the Board nor the
submission of the Plan to stockholders of the Company for approval shall be
construed as creating any limitations on the power or authority of the Board
to adopt such other or additional incentive or other compensation
arrangements of whatever nature as the Board may deem necessary or desirable
or preclude or limit the continuation of any other plan, practice or
arrangement for the payment of compensation or fringe benefits to employees
or consultants generally, or to any class or group of employees or
consultants, which the Company or any Affiliated Corporation now has lawfully
put into effect, including, without limitation, any retirement, pension,
savings and stock purchase plan, insurance, death and disability benefits and
executive short-term incentive plans.

                                      -18-

<PAGE>

                                   SECTION 19
                               REQUIREMENTS OF LAW

                  19.1 REQUIREMENTS OF LAW. The issuance of Stock and the
payment of cash pursuant to the Plan shall be subject to all applicable laws,
rules and regulations.

                  19.2 RULE 16b-3. Transactions under the Plan and within the
scope of Rule 16b-3 are intended to comply with all applicable conditions of
Rule 16b-3. To the extent any provision of the Plan or any action by the
Committee under the Plan fails to so comply, such provision or action shall,
without further action by any person, be deemed to be automatically amended
to the extent necessary to effect compliance with Rule 16b-3; provided,
however, that if such provision or action cannot be amended to effect such
compliance, such provision or action shall be deemed null and void to the
extent permitted by law and deemed advisable by the Committee.

                  19.3 GOVERNING LAW. The Plan and all agreements hereunder
shall be construed in accordance with and governed by the laws of the State
of Delaware.

                                   SECTION 20
                              DURATION OF THE PLAN

                  No Award shall be granted under the Plan after ten years
from the Effective Date; provided, however, that any Award theretofore
granted may, and the authority of the Board or the Committee to amend, alter,
adjust, suspend, discontinue, or terminate any such Award or to waive any
conditions or rights under any such Award shall, extend beyond such date.


















                                      -19-

<PAGE>

Dated:  December 2, 1999.

                                            INTERACTIVE PAPYRUS, INC.



                                            By:    /s/ Erin Geegan
                                               ---------------------------------
                                            Name:  Erin Geegan
                                                 -------------------------------
                                            Title: CEO
                                                  ------------------------------





























                                      -20-