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                                SELECTQUOTE, INC.

                             1999 STOCK OPTION PLAN

         1. PURPOSES OF THE PLAN. The purposes of this Stock Option Plan are
to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentives to Employees,
Directors and Consultants of the Company and its Subsidiaries, and to promote
the success of the Company's business. Options granted hereunder may be
either Incentive Stock Options or Nonstatutory Stock Options at the
discretion of the Committee.

         2. DEFINITIONS. As used herein, and in any Option granted hereunder,
the following definitions shall apply:

               "AFFILIATE" shall mean any corporation or other entity
(including, but not limited to, partnerships and joint ventures) controlling,
controlled by, or under common control with, the Company.

               "BOARD" shall mean the Board of Directors of the Company.

               "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

               "COMMON STOCK" shall mean the Common Stock of the Company.

               "COMMITTEE" shall mean the Committee appointed by the Board in
accordance with Section 4(a) of the Plan. If the Board does not appoint or
ceases to maintain a Committee, the term "COMMITTEE" shall refer to the Board.

               "COMPANY" shall mean SelectQuote Insurance Services.

               "CONSULTANT" shall mean any independent contractor retained to
perform services for the Company.

               "CONTINUOUS EMPLOYMENT" shall mean the absence of any
interruption or termination of service as an Employee, Director or Consultant
by the Company or any Subsidiary. Continuous Employment shall not be
considered interrupted during any period of (i) any leave of absence approved
by the Company or (ii) transfers between locations of the Company or between
the Company and any Parent, Subsidiary or successor of the Company. A leave
of absence approved by the Company shall include sick leave, military leave
or any other personal leave approved by an authorized representative of the
Company. For purposes of Incentive Stock Options, no such leave may exceed
ninety (90) days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract.

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               "CORPORATE TRANSACTION" shall mean any of the following
stockholder-approved transactions to which the Company is a party:

                    (i) a merger or consolidation in which the Company is not
the surviving entity, except for a transaction the principal purpose of which
is to change the state in which the Company is incorporated;

                    (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock
of the Company's subsidiary corporations) in connection with the complete
liquidation or dissolution of the Company; or

                    (iii) any reverse merger in which the Company is the
surviving entity but in which securities possessing fifty percent (50%) or
more of the total combined voting power of the Company's outstanding
securities are transferred to a person or persons different from those who
held such securities immediately prior to such merger.

               "COVERED EMPLOYEE" shall mean any individual whose
compensation is subject to the limitations on tax deductibility provided by
Section 162(m) of the Code and any Treasury Regulations promulgated
thereunder in effect at the close of the taxable year of the Company in which
an Option has been granted to such individual.

               "DIRECTOR" shall mean a director of the Company.

               "EFFECTIVE DATE" shall mean the date on which the Plan is
initially approved by the stockholders in accordance with Section 19 of the
Plan.

               "EMPLOYEE" shall mean any person, including officers (whether
or not they are directors), employed by the Company or any Subsidiary.

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

               "FAIR MARKET VALUE" shall mean (i) the closing price of a
Share on the national securities exchange on which the Shares are traded, or
(ii) if the Shares are not traded on a national securities exchange but are
quoted on a Market, the closing price on such Market, or (iii) if the Shares
are not traded on a national securities exchange or quoted on a Market, the
fair market value of a Share as determined by the Company's Board of
Directors in good faith, based upon such factors as they deem relevant.
Notwithstanding the preceding, for federal, state, and local income tax
reporting purposes, fair market value shall be determined by the Committee in
accordance with uniform and nondiscriminatory standards adopted by it from
time to time. Such determination shall be conclusive and binding on all
persons.

               "GRANT DATE" shall mean, with respect to an Option, the date
that the Option is granted by the Committee.

               "INCENTIVE STOCK OPTION" shall mean any option granted under
this Plan and any other option granted to an Employee in accordance with the
provisions of Section 422 of the Code and the Treasury Regulations
promulgated thereunder.

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               "MARKET" shall mean the NASDAQ SmallCap Market or a regional
stock exchange or an automated quotation system or over-the-counter market.

               "NON-EMPLOYEE DIRECTOR" shall mean a director of the Company
who qualifies as a Non-Employee Director as such term is defined in Section
240.16b-3(b)(3) of the General Rules and Regulations promulgated under the
Exchange Act (the "GENERAL RULES AND REGULATIONS").

               "NONSTATUTORY STOCK OPTION" shall mean an Option granted under
the Plan that is subject to the provisions of Section 1.83-7 of the Treasury
Regulations promulgated under Section 83 of the Code.

               "OPTION" shall mean a stock option granted pursuant to the
Plan.

               "OPTION AGREEMENT" shall mean a written agreement between the
Company and the Optionee regarding the grant and exercise of Options to
purchase Shares and the terms and conditions thereof as determined by the
Committee pursuant to the Plan.

               "OPTIONED SHARES" shall mean the shares of Common Stock
subject to an Option.

               "OPTIONEE" shall mean an Employee, Non-Employee Director or
Consultant who receives an Option.

               "OUTSIDE DIRECTOR" shall mean a director of the Company who
qualifies as an Outside Director as such term is used in Section 162(m) of
the Code and defined in any applicable Treasury Regulations promulgated
thereunder.

               "PARENT" shall mean a parent corporation of the Company,
whether now or hereafter existing, as defined by Section 424(e) of the Code.

               "PLAN" shall mean this 1999 Stock Option Plan.

               "REGISTRATION DATE" shall mean the effective date of the first
registration of any class of the Company's equity securities pursuant to
Section 12 of the Exchange Act.

               "SECTION 162(m) EFFECTIVE DATE" shall mean the first date as
of which the limitations on the tax deductibility of certain compensation
provided by Section 162(m) of the Code and any Treasury Regulations
promulgated thereunder are applicable to Options granted under the Plan.

               "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.

               "SECTION 16 PERSON" shall mean a person who, with respect to
the Shares, is subject to Section 16 of the Exchange Act.

               "SHARE" shall mean a share of the Common Stock subject to an
Option, as adjusted in accordance with Section 12 of the Plan.

               "SUBSIDIARY" shall mean a subsidiary corporation of the
Company, whether now or hereafter existing, as defined in Section 424(f) of
the Code.

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               "TERMINATION OF SERVICE" shall mean (a) in the case of an
Employee, a cessation of the employee-employer relationship between the
Employee and the Company or a Parent or Subsidiary for any reason, including,
but not by way of limitation, a termination by resignation, discharge, death,
disability, or the disaffiliation of a Parent or Subsidiary, but excluding
any such termination where there is a simultaneous reemployment by the
Company or a Parent or Subsidiary; (b) in the case of a Consultant, a
cessation of the service relationship between the Consultant and the Company
or a Parent or Subsidiary for any reason, including, but not by way of
limitation, a termination by resignation, discharge, death, disability, or
the disaffiliation of a Parent or Subsidiary, but excluding any such
termination where there is a simultaneous re-engagement of the Consultant by
the Company or a Parent or Subsidiary; and (c) in the case of a Director, a
cessation of the Director's service on the Board or on the board of directors
of a Parent or Subsidiary for any reason, including, but not by way of
limitation, a termination by resignation, removal, death, disability,
expiration of the term of directorship, or the disaffiliation of a Parent or
Subsidiary, but excluding any such termination where there is a simultaneous
reemployment by the Company or a Parent or Subsidiary.

               "VESTING COMMENCEMENT DATE" shall mean, with respect to an
Option, the date, determined by the Board, on which the vesting of the Option
shall commence, which may be the Grant Date or a date prior to or after the
Grant Date.

         3. SHARES SUBJECT TO THE PLAN. Subject to the provisions of Section
12 of the Plan, the maximum aggregate number of Shares which may be optioned
and sold under the Plan is 10,000,000 Shares. The Shares may be authorized
but unissued or reacquired shares of Common Stock. If an Option expires or
becomes unexercisable for any reason without having been exercised in full,
or is surrendered pursuant to an Option exchange program, or if any unissued
Shares are retained by the Company upon exercise of an Option in order to
satisfy the exercise price for such Option or any withholding taxes due with
respect to such Option, such unissued or retained Shares shall become
available for other Option grants under the Plan, unless the Plan shall have
been terminated.

         4. ADMINISTRATION OF THE PLAN.

                  (a) PROCEDURE. The Plan shall be administered by the Board.
The Board may appoint a Committee consisting of not less than two (2) members
of the Board to administer the Plan, subject to such terms and conditions as
the Board may prescribe. Once appointed, the Committee shall continue to
serve until otherwise directed by the Board. From time to time, the Board may
increase the size of the Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies, however caused, and remove all members
of the Committee and, thereafter, directly administer the Plan. Members of
the Board or Committee who are either eligible for Options or have been
granted Options may vote on any matters affecting the administration of the
Plan or the grant of Options pursuant to the Plan, except that no such member
shall act upon the granting of an Option to himself, but any such member may
be counted in determining the existence of a quorum at any meeting of the
Board or the Committee during which action is taken with respect to the
granting of an Option to him or her.

                  The Committee shall meet at such times and places and upon
such notice as the chairperson determines. A majority of the Committee shall
constitute a quorum. Any acts by the

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Committee may be taken at any meeting at which a quorum is present and shall
be by majority vote of those members entitled to vote. Additionally, any acts
reduced to writing or approved in writing by all of the members of the
Committee shall be valid acts of the Committee.

                  (b) PROCEDURE AFTER REGISTRATION DATE. Notwithstanding
subsection (a) above, after the Registration Date, (i) the Plan shall be
administered by either: (A) the full Board; (B) a Committee of two (2) or
more directors, each of whom is a Non-Employee Director; or (ii) all Options
granted to Optionees who are officers or directors for purposes of Section
16(a) of the Exchange Act shall prohibit the sale of the underlying Optioned
Shares within six (6) months of the date of grant. After such date, the Board
shall take all action necessary to administer the Plan so that all
transactions involving Options and Shares issued pursuant to the Plan shall
be exempt from Section 16(b) of the Exchange Act in accordance with the then
effective provisions of Section 240.16b-3 et. seq. of the General Rules and
Regulations; provided that any amendment to the Plan required for compliance
with such provisions shall be made consistent with the provisions of Section
14 of the Plan and the General Rules and Regulations.

                  (c) PROCEDURE AFTER SECTION 162(m) EFFECTIVE DATE.
Notwithstanding subsections (a) and (b) above, after the Section 162(m)
Effective Date, the Plan and all Option grants shall be administered and
approved by a Committee comprised solely of two or more Outside Directors; or
if the Committee consists of members in addition to the Outside Directors,
such additional members must abstain from voting on or recuse themselves with
respect to all option grants and other compensation matters submitted to the
Committee with respect to any Covered Employee.

                  (d) POWERS OF THE COMMITTEE. Subject to the provisions of
the Plan, and except as otherwise provided by the Board, the Committee shall
have the authority: (i) to select the Employees, Directors and Consultants to
whom Options may be granted from time to time hereunder; (ii) to determine
whether and to what extent Options are granted hereunder; (iii) determine,
upon review of relevant information, the Fair Market Value of the Common
Stock; (iv) to determine the exercise price of Options to be granted, the
number of Shares to be represented by each Option and the vesting schedule
for such Option; (v) to approve Option Agreements for use under the Plan, and
to authorize the execution and delivery of Option Agreements on behalf of the
Company; (vi) to interpret the Plan; (vii) to prescribe, amend, add and
rescind rules and regulations relating to the Plan; (viii) to determine the
terms and provisions of each Option granted under the Plan (which need not be
identical) and, with the consent of the holder thereof, to modify or amend
any Option; (ix) to authorize any person to execute on behalf of the Company
any instrument required to effectuate the grant of an Option previously
granted by the Committee; (x) to accelerate or (with the consent of the
Optionee) defer an exercise date of any Option, subject to the provisions of
Section 9(a) of the Plan; (xi) to determine whether Options granted under the
Plan will be Incentive Stock Options or Nonstatutory Stock Options; and (xii)
to make all other determinations deemed necessary or advisable for the
administration of the Plan and take such other action not inconsistent with
the terms of the Plan as the Committee deems appropriate.

                  (e) EFFECT OF COMMITTEE'S DECISION. All decisions,
determinations and interpretations of the Committee shall be final and
binding on all persons.

         5. ELIGIBILITY.


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                  (a) PERSONS ELIGIBLE FOR OPTIONS. Nonstatutory Stock
Options under the Plan may be granted to Employees, Directors or Consultants
whom the Committee, in its sole discretion, may designate from time to time.
Incentive Stock Options may be granted only to Employees. An Employee,
Director or Consultant who has been granted an Option, if he or she is
otherwise eligible, may be granted an additional Option or Options. However,
the aggregate Fair Market Value of the Shares subject to one or more
Incentive Stock Options that are exercisable for the first time by an
Optionee during any calendar year (under all stock option plans of the
Company and its Parents and Subsidiaries) shall not exceed $100,000
(determined as of the grant date). As of the Section 162(m) Effective Date,
Options under the Plan shall be granted to Covered Employees upon
satisfaction of the conditions to such grants provided pursuant to Section
162(m) and any Treasury Regulations promulgated thereunder. In addition,
after the Section 162(m) Effective Date, the maximum number of Shares with
respect to which Options may be granted during any [YEAR] to any Employee
shall not exceed 750,000 Shares.

                  (b) NO RIGHT TO CONTINUING EMPLOYMENT, CONSULTING OR
DIRECTOR RELATIONSHIP. Neither the establishment nor the operation of the
Plan shall confer upon any Optionee or any other person any right with
respect to continuation of employment or other service with the Company or
any Parent or Subsidiary, nor shall the Plan interfere in any way with the
right of the Optionee or the right of the Company (or any Parent or
Subsidiary) to terminate such employment or service at any time.

         6. TERM OF PLAN. The Plan shall become effective upon its adoption
by the Board and its approval by vote of the holders of the outstanding
shares of the Company entitled to vote on the adoption of the Plan (in
accordance with the provisions of Section 19 hereof). It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 14
of the Plan.

         7. TERM OF OPTION. Unless the Committee determines otherwise, the
term of each Option granted under the Plan shall be ten (10) years from the
Grant Date. The term of the Option shall be set forth in the Option
Agreement. In any event, no Option shall be exercisable after the expiration
of ten (10) years from the Grant Date, and no Incentive Stock Option granted
to any Employee who, at the date such Option is granted, owns (within the
meaning of Section 424(d) of the Code) more than ten percent (10%) of the
total combined voting power of all classes of the stock of the Company or any
Parent or Subsidiary shall be exercisable after the expiration of five (5)
years from the Grant Date.

         8. OPTION EXERCISE PRICE AND CONSIDERATION.

                  (a) OPTION PRICE. Except as provided in subsections (b) and
(c) below, the exercise price for the Shares to be issued pursuant to any
Option shall be such price as is determined by the Committee, which shall in
no event be less than: (i) in the case of Incentive Stock Options, the Fair
Market Value of such Shares on the Grant Date; or (ii) in the case of
Nonstatutory Stock Options, 85% of such Fair Market Value.

                  (b) TEN PERCENT STOCKHOLDERS. No Incentive Stock Option
shall be granted to any Employee who, at the date such Option is granted,
owns (within the meaning of Section 424(d) of the Code) more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Company or any Parent or Subsidiary, unless the exercise price for the Shares
to be issued

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pursuant to such Option is at least equal to 110% of the Fair Market Value of
such Shares on the Grant Date.

                  (c) SECTION 162(m) LIMITATIONS. After the Section 162(m)
Effective Date, the exercise price of any Option granted to a Covered
Employee shall be at least equal to the Fair Market Value of the Shares on
the Grant Date.

                  (d) CONSIDERATION. The consideration to be paid for the
Optioned Shares shall be payment in cash or by check, cashier's check,
certified check, or wire transfer, unless payment in some other manner,
including by promissory note, other shares of the Company's Common Stock or
such other consideration and method of payment for the issuance of Optioned
Shares as may be permitted under Section 153 of the Delaware General
Corporation Law, is authorized by the Committee at the time of the grant of
the Option. Any cash or other property received by the Company from the sale
of Shares pursuant to the Plan shall constitute part of the general assets of
the Company.

                  (e) RELOAD OPTIONS. In the event the exercise price or tax
withholding of an Option is satisfied by the withholding by the Company or
the Optionee's employer of Shares otherwise deliverable to the Optionee, the
Committee may issue the Optionee an additional Option, with terms identical
to the Option Agreement under which the Option was exercised, but at an
exercise price as determined by the Committee in accordance with the Plan.

         9. EXERCISE OF OPTION.

                  (a) VESTING PERIOD. Any Option granted hereunder shall be
exercisable at such times and under such conditions as determined by the
Committee and as shall be permissible under the terms of the Plan, which
shall be specified in the Option Agreement evidencing the Option. Unless the
Committee specifically determines otherwise at the time of the grant of the
Option, each Option shall vest and become exercisable, cumulatively, as to
one-third of the Optioned Shares at the first anniversary of the Vesting
Commencement Date and as to one twenty-fourth (1/24) of the remaining
Optioned Shares at the end of each of the following twenty-four (24) months
until all of the Optioned Shares have vested, subject to the Optionee's
Continuous Employment, but in no event will the Option vest at a rate of less
than 20% per year over five (5) years from the date the Option is granted. An
Option may not be exercised for fractional shares or for less than [TEN (10)]
Shares.

                  (b) EXERCISE PROCEDURES. An Option shall be deemed to be
exercised when written notice of such exercise has been given to the Company
in accordance with the terms of the Option by the person entitled to exercise
the Option and full payment for the Shares with respect to which the Option
is exercised has been received by the Company. As soon as practicable
following the exercise of an Option in the manner set forth above, the
Company shall issue or cause its transfer agent to issue stock certificates
representing the Shares purchased. Until the issuance of such stock
certificates (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Shares notwithstanding the exercise of the
Option. No adjustment will be made for a dividend or other rights for which
the record date is prior to the date of the transfer by the Optionee of the
consideration for the purchase of the Shares, except as provided in Section
12 of the Plan.


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                  (c) EXERCISE OF OPTION WITH STOCK. If an Optionee is
permitted to exercise an Option by delivering shares of the Company's Common
Stock, the Option Agreement covering such Option may include provisions
authorizing the Optionee to exercise the Option, in whole or in part, by (i)
delivering whole shares of the Company's Common Stock previously owned by
such Optionee (whether or not acquired through the prior exercise of a stock
option) having a Fair Market Value equal to the Option price; or (ii)
directing the Company to withhold from the Shares that would otherwise be
issued upon exercise of the Option that number of whole Shares having a Fair
Market Value equal to the Option price. Shares of the Company's Common Stock
so delivered or withheld shall be valued at their Fair Market Value at the
close of the last business day immediately preceding the date of exercise of
the Option, as determined by the Committee. Any balance of the Option price
shall be paid in cash. Any Shares delivered or withheld in accordance with
this provision shall again become available for purposes of the Plan and for
Options subsequently granted thereunder. After the Registration Date, any
exercise of an Option under Section 9(c)(i) or 9(c)(ii) above by a Section 16
Person shall comply with the relevant requirements of Section 240.16b-1 et.
seq. of the General Rules and Regulations.

                   (d) TERMINATION OF STATUS AS EMPLOYEE, DIRECTOR OR
CONSULTANT. If an Optionee shall cease to be an Employee, Director or
Consultant for any reason other than permanent and total disability or death,
he or she may, but only within thirty (30) days (or such other period of time
as is determined by the Committee) after the date of Termination of Service,
exercise his or her Option to the extent that he or she was entitled to
exercise it at the date of Termination of Service, subject to the condition
that no Option shall be exercised after the expiration of the Option period.

                  (e) DISABILITY OF OPTIONEE. If an Optionee shall cease to
be an Employee, Director or Consultant due to disability, and such Optionee
was in Continuous Employment as an Employee, Director or Consultant from the
Grant Date until the date of Termination of Service, the Option may be
exercised at any time within six (6) months following the date of Termination
of Service, but only to the extent of the accrued right to exercise at the
time of Termination of Service, subject to the condition that no option shall
be exercised after the expiration of the Option period.

                  (f) DEATH OF OPTIONEE. In the event of the death during the
Option period of an Optionee who is at the time of his or her death an
Employee, Non- Employee Director or Consultant and who was in Continuous
Employment as such from the Grant Date until the date of death, the Option
may be exercised at any time within six (6) months following the date of
death by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest, inheritance or otherwise as a result of the
Optionee's death, but only to the extent of the accrued right to exercise at
the time of death, subject to the condition that no option shall be exercised
after the expiration of the Option period.

                  (g) TAX WITHHOLDING. After the Registration Date, when an
Optionee is required to pay to the Company an amount with respect to tax
withholding obligations in connection with the exercise of an Option granted
under the Plan, the Optionee may elect prior to the date the amount of such
withholding tax is determined (the "TAX DATE") to make such payment, or such
increased payment as the Optionee elects to make up to the maximum federal,
state and local marginal tax rates, including any related FICA obligation,
applicable to the Optionee and the particular transaction, by: (i) delivering
cash; (ii) delivering part or all of the payment in previously owned shares
of Common Stock (whether or not acquired through the prior exercise of an
Option); and/or

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(iii) irrevocably directing the Company to withhold from the Shares that
would otherwise be issued upon exercise of the Option that number of whole
Shares having a fair market value equal to the amount of tax required or
elected to be withheld (a "WITHHOLDING ELECTION"). If an Optionee's Tax Date
is deferred beyond the date of exercise and the Optionee makes a Withholding
Election, the Optionee will initially receive the full amount of Optioned
Shares otherwise issuable upon exercise of the Option, but will be
unconditionally obligated to surrender to the Company on the Tax Date the
number of Shares necessary to satisfy his or her minimum withholding
requirements, or such higher payment as he or she may have elected to make,
with adjustments to be made in cash after the Tax Date.

         After the Registration Date, notwithstanding anything in the
preceding paragraph to the contrary, any withholding of Shares with respect
to taxes arising in connection with the exercise of an Option by any Section
16 Person shall satisfy the conditions for exemption therefrom set forth in
Section 240.16b-1 et. seq. of the General Rules and Regulations.

         Any adverse consequences incurred by the Optionee with respect to
the use of shares of Common Stock to pay any part of the Option Price or of
any tax in connection with the exercise of an Option, including, without
limitation, any adverse tax consequences arising as a result of a
disqualifying disposition within the meaning of Section 422 of the Code,
shall be the sole responsibility of the Optionee.

         10. TRANSFER OF OPTIONS. An Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than
by will or by the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee; provided that upon
approval by the Committee an Option Agreement with respect to a Nonstatutory
Stock Option may permit the Optionee to transfer vested options through a
gift or domestic relations order in settlement of marital property rights to
any of the following donees or transferees:

               (i) any "family member," which includes any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, sister-in-law, including adoptive relations, and any person
sharing the employee's household (other than a tenant or employee);

               (ii) a trust in which "family members" have more than 50% of
the beneficial interest;

               (iii) a foundation in which "family members" or the employee
control the management of assets; and

               (iv) any other entity in which the "family members" (or the
employee) own more than 50% of the voting interests;

provided that (x) there may be no consideration for any such transfer, (y)
the Option Agreement pursuant to which such Options are granted, and any
amendment thereto, must be approved by the Committee, and must expressly
provide for transferability in a manner consistent with this Section 10, and
(z) subsequent transfers of transferred Options shall be prohibited except
those in accordance with this Section 10. Following transfer, any such
Options shall continue to be subject to the same

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terms and conditions as were applicable immediately prior to transfer,
provided that the term Optionee shall be deemed to refer to the Transferee.
The events of termination of service of Section 9 hereof or in the Option
Agreement shall continue to be applied with respect to the original Optionee,
following which the Options shall be exercisable by the transferee only to
the extent, and for the periods specified in the Option Agreement or Section
9, as applicable. Except as specifically provided above, an Option may not be
sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent and distribution and may
be exercised, during the lifetime of the Optionee, only by the Optionee.

         11. EXERCISE OF UNVESTED OPTIONS. The Committee may grant any
Optionee the right to exercise any Option prior to the complete vesting of
such Option. Without limiting the generality of the foregoing, the Committee
may provide that, if an Option is exercised prior to having completely
vested, the Shares issued upon such exercise shall remain subject to vesting
at the same rate as under the Option so exercised and shall be subject to a
right, but not an obligation, of repurchase by the Company with respect to
all unvested Shares if the Optionee ceases to be an Employee for any reason.
For the purposes of facilitating the enforcement of any such right of
repurchase, at the request of the Committee, the Optionee shall enter into
Joint Escrow Instructions with the Company and deliver every certificate for
his or her unvested Shares, together with two Assignments Separate from
Certificate, duly endorsed in blank by the Optionee and by the Optionee's
spouse, if required for transfer.

         12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

                  (a) RECAPITALIZATION. Subject to any required action by the
stockholders of the Company, the number of Optioned Shares covered by each
outstanding Option, and the number of Shares which have been authorized for
issuance under the Plan but as to which no Options have yet been granted or
which have been returned to the Plan, and the per share exercise price of
each such Option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, combination, reclassification, the payment
of a stock dividend on the Common Stock or any other increase or decrease in
the number of such shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
effected without receipt of consideration. Such adjustment shall be made by
the Committee, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issue by the Company
of shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock
subject to an Option.


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                  (b) CORPORATE TRANSACTION. In the event of a proposed
Corporate Transaction, the Committee shall notify the Optionee at least
fifteen (15) days prior to such proposed Corporate Transaction. Except as
provided otherwise in individual Option Agreements, to the extent it has not
been previously exercised, the Option will terminate immediately prior to the
consummation of such proposed Corporate Transaction, unless the Option is
assumed or an equivalent Option is substituted by the successor corporation
or a parent or subsidiary of such successor corporation. For the purposes of
this subsection, the Option shall be considered assumed if, following the
Corporate Transaction, the Option confers the right to purchase, for each
Share subject to the Option immediately prior to the Corporate Transaction,
the consideration (whether stock, cash, or other securities or property)
received in the Corporate Transaction by holders of Common Stock for each
Share subject to the Option held on the effective date of the Corporate
Transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the
Corporate Transaction was not solely common stock of the successor
corporation or its parent or subsidiary, the Committee may, with the consent
of the successor corporation, provide for the consideration to be received
upon the exercise of the Option for each Share subject to the Option to be
solely common stock of the successor corporation or its parent or subsidiary
equal in fair market value to the per share consideration received by holders
of Common Stock in the Corporate Transaction.

         13. TIME OF GRANTING OPTIONS. Unless otherwise specified by the
Committee, the date of grant of an Option under the Plan shall be the Grant
Date. Notice of the determination shall be given to each Optionee to whom an
Option is so granted within a reasonable time after the date of such grant.

         14. AMENDMENT AND TERMINATION OF THE PLAN. The Board may amend or
terminate the Plan from time to time in such respects as the Board may deem
advisable; provided, however, that any such amendment (a) shall comply with
all applicable laws and stock exchange listing requirements, and (b) with
respect to Incentive Stock Options granted or to be granted under the Plan,
shall be subject to any approval by stockholders of the Company required
under the Code. Any such amendment or termination of the Plan shall not affect
Options already granted, and such Options shall remain in full force and
effect as if the Plan had not been amended or terminated.

         15. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
with respect to an Option granted under the Plan unless the exercise of such
Option and the issuance and delivery of such Shares pursuant thereto shall
comply with all relevant provisions of law, including, without limitation,
the Securities Act, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or Market upon which
the Shares may then be listed, and shall be further subject to the approval
of counsel for the Company with respect to such compliance. As a condition to
the exercise of an Option, the Company may require the person exercising such
Option to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment 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 of the aforementioned
relevant provisions of law.

         16. RESERVATION OF SHARES. During the term of this Plan, the Company
will at all times reserve and keep available such number of Shares as shall
be sufficient to satisfy the requirements of the Plan. The inability of the
Company to obtain authority from any regulatory body having

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jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful 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.

         17. INFORMATION TO OPTIONEE. During the term of any Option granted
under the Plan, the Company shall provide or otherwise make available to each
Optionee a copy of its annual financial statement and any other financial
information provided to its stockholders in accordance with the provisions of
the Company's Bylaws and applicable law.

         18. OPTION AGREEMENT. Options granted under the Plan shall be
evidenced by Option Agreements.

         19. STOCKHOLDER APPROVAL. The Plan shall be subject to approval by
the stockholders of the Company within twelve (12) months before or after the
Plan is adopted by the Board. Except as provided otherwise in Section 3, any
amendments to the Plan requiring stockholder approval must be approved by the
affirmative vote of the holders of a majority of the outstanding shares of
voting stock present or represented and entitled to vote at a duly held
meeting at which a quorum is present, or by the written consent of the
stockholders in the manner provided by Delaware law.

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