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                                                                    EXHIBIT 10.7

                         LOGICAL DESIGN SOLUTIONS, INC.
                                 1997 STOCK PLAN

1.  Purposes of the Plan.  The purposes of this Stock Plan are: to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Employees, Directors and Consultants, and to
promote the success of the Company's business. Options granted under the Plan
may be Incentive Stock Options or Nonstatutory Stock Options, as determined by
the Administrator at the time of grant. Stock Purchase Rights may 41so be
granted under the Plan.

2.  Definitions.  As used herein, the following definitions shall apply:

     (a)  "Administrator" means the Board or any of its Committees as shall be
          administering the Plan, in accordance with Section 4 of the Plan.

     (b)  "Applicable Laws" means the requirements relating to the
          administration of stock option plans under U. S. state corporate laws,
          U.S. federal and state securities laws, the Code, any stock exchange
          or quotation system on which the Common Stock is listed or quoted and
          the applicable laws of any foreign country or jurisdiction where
          Options or Stock Purchase Rights are, or will be, granted under the
          Plan.

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

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

     (e)  "Committee" means a committee of Directors appointed by the Board in
          accordance with Section 4 of the Plan.

     (f)  "Common Stock" means the Common Stock of the Company.

     (g)  "Company" means Logical Design Solutions, Inc., a New Jersey
          corporation.

     (h)  "Consultant" means any person, including an advisor, engaged by the
          Company or a Parent or Subsidiary to render services and who is
          compensated for such services.

     (i)  "Director" means a member of the Board.

     (j)  "Disability" means total and permanent disability as defined in
          Section 22(e)(3) of the Code.

     (k)  "Employee" means any person, including Section 16(b) Officers and
          Directors, employed by the Company or any Parent or Subsidiary of the
          Company. A Service Provider shall not cease to be an Employee in the
          case of (i) any leave of
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     absence approved by the Company or (ii) transfers between locations of the
     Company or between the Company, its Parent, any Subsidiary, or any
     successor. For purposes of Incentive Stock Options, no such leave may
     exceed ninety days, unless reemployment upon expiration of such leave is
     guaranteed by statute or contract. If reemployment upon expiration of a
     leave of absence approved by the Company is not so guaranteed, on the 181"
     day of such leave any Incentive Stock Option held by the Optionee shall
     cease to be treated as an Incentive Stock Option and shall be treated for
     tax purposes as a Nonstatutory Stock Option. Neither service as a Director
     nor payment of a director's fee by the Company shall be sufficient to
     constitute "employment" by the Company.

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

(m)  "Fair Market Value" means, as of any date, the value of Common Stock
     determined as follows:

     (i) if the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the Nasdaq National Market
or The Nasdaq Small Cap Market of The Nasdaq Stock Market, 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 Administrator deems reliable;

     (ii) if the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market Value of a Share of
Common Stock shall be the mean between the high bid and low asked prices for the
Common Stock on the last market trading day prior to the day of determination,
based on such source as the Administrator deems reliable;

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

(n)  "Incentive Stock Option" means an Option intended to qualify as an
     incentive stock option within the meaning of Section 422 of the Code and
     the regulations promulgated thereunder.

(o)  "Nonstatutory Stock Option" means an Option not intended to qualify as an
     Incentive Stock Option.

(p)  "Notice of Grant" means a written or electronic notice evidencing certain
     terms and conditions of an individual Option or Stock Purchase Right grant.
     The Notice of Grant is part of the Option Agreement.

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

(r)  "Option" means a stock option granted pursuant to the Plan.

(s)  "Option Agreement" means an agreement between the Company and an Optionee
     evidencing the terms and conditions of an individual Option grant. The
     Option Agreement is subject to the terms and conditions of the Plan.

(t)  "Option Exchange Program" means a program whereby outstanding options are
     surrendered in exchange for options with a lower exercise price.

(u)  "Optioned Stock" means the Common Stock subject to an Option or Stock
     Purchase Right.

(v)  "Optionee" means the holder of an outstanding Option or Stock Purchase
     Right granted under the Plan.

(w)  "Parent" means a "parent corporation," whether now or hereafter existing,
     as defined in Section 424(e) of the Code.

(x)  "Plan" means this 1997 Stock Plan.

(y)  "Restricted Stock" means shares of Common Stock acquired pursuant to a
     grant of Stock Purchase Rights under Section I I below.

(z)  "Restricted Stock Purchase Agreement" means a written agreement between the
     Company and the Optionee evidencing the terms and restrictions applying to
     stock purchased under a Stock Purchase Right. The Restricted Stock Purchase
     Agreement is subject to the terms and conditions of the Plan and the Notice
     of Grant.

(aa) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule
     16b-3, as in effect when discretion is being exercised with respect to the
     Plan.

(bb) "Section 16(b)" means Section 16(b) of the Securities Exchange Act of 1934,
     as amended.

(cc) "Service Provider" means an Employee, Director or Consultant.

(dd) "Share" means a share of the Common Stock, as adjusted in accordance with
     Section 13 of the Plan.

(ee) "Stock Purchase Right" means the right to purchase Common Stock pursuant to
     Section 11 of the Plan, as evidenced by a Notice of Grant.

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(ff) "Subsidiary" means a "subsidiary corporation", whether now or hereafter
     existing, as defined in Section 424(f) of the Code.

3.  Stock Subject to the Plan.  Subject to the provisions of Section 13 of the
Plan, the maximum aggregate number of Shares that may be optioned and sold under
the Plan is 100,000 Shares, plus any adjustments as provided for herein. If an
Option or Stock .Purchase Right expires or becomes unexercisable without having
been exercised in full, or is surrendered pursuant to an Option Exchange
Program, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued under
the Plan, whether upon exercise of an Option or Right, shall not be returned to
the Plan and shall not become available for future distribution under the Plan,
except that if Shares of Restricted Stock are repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.

4.  Administration of the Plan.

     (a)  Procedure.

           (i)        Multiple Administrative Bodies. The Plan may be
                      administered by different Committees with respect to
                      different groups of Service Providers.

           (ii)       Section 162(m). To the extent that the Administrator
                      determines it to be desirable to qualify Options granted
                      hereunder as "performance-based compensation" within the
                      meaning of Section 162(m) of the Code, the Plan shall be
                      administered by a Committee of two or more "outside
                      directors" within the meaning of Section 162(m) of the
                      Code.

           (iii)      Rule 16b-3. To the extent desirable to qualify
                      transactions hereunder as exempt under Rule 16b-3, the
                      Plan shall be administered by the Board or a Committee of
                      two or more "non- employee directors" within the meaning
                      of Rule 16b-3.

           (iv)       Other Administration. Other than as provided above, the
                      Plan shall be administered by (A) the Board or (B) a
                      Committee, which Committee shall be constituted to satisfy
                      Applicable Laws.

     (b)  Powers of the Administrator. Subject to the provisions of the Plan,
          and in the case of a Committee, subject to the specific duties
          delegated by the Board to such Committee, the Administrator shall have
          the authority, in its discretion:

           (i)        to determine the Fair Market Value;

           (ii)       to select the Service Providers to whom Options and Stock
Purchase Rights may be granted hereunder;

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           (iii) to determine the number of shares of Common Stock to be covered
by each Option and Stock Purchase Right granted hereunder;

           (iv) to approve forms of agreement for use under the Plan;

           (v) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any Option or Stock Purchase Right granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the
time or times when Options or Stock Purchase Rights may be exercised (which may
be based, on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Option
or Stock Purchase Right or the shares of Common Stock relating thereto, based in
each case on such factors as the Administrator, in its sole discretion, shall
determine;

           (vi) to institute an Option Exchange Program;

           (vii) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;

           (viii) to prescribe, amend and rescind rules and regulations relating
to the Plan, including rules and regulations relating to sub-plans established
for the purpose of qualifying for preferred tax treatment under foreign tax
laws;

           (ix) to modify or amend each Option or Stock Purchase Right (subject
to Section 15(c) of the Plan), including the discretionary authority to extend
the post-termination exercisability period of Options longer than is otherwise
provided for in the Plan;

           (x) to allow Optionees to satisfy withholding tax obligations by
electing to have the Company withhold from the Shares to be issued upon exercise
of an Option or Stock Purchase Right that number of Shares having a Fair Market
Value equal to the amount required to be withheld. The Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined. All elections by an Optionee to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable;

           (xi) to authorize any person to execute on behalf of the Company any
Instrument required to effect the grant of an Option or Stock Purchase Right
previously granted by the Administrator;

           (xii) to make all other determinations deemed necessary or advisable
for administering the Plan.

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     (c)  Effect of Administrator's Decision. The Administrator's decisions,
          determinations and interpretations shall be final and binding on all
          Optionees and any other holders of Options or Stock Purchase Rights.

5.  Eligibility.  Nonstatutory Stock Options and Stock Purchase Rights may be
granted to Service  Providers. Incentive Stock Options may be granted only to
Employees.

6.  Limitations.

     (a)  Each Option shall be designated in the Option Agreement as either an
          Incentive Stock Option or a Nonstatutory Stock Option. However,
          notwithstanding such designation, to the extent that the aggregate
          Fair Market Value of the Shares with respect to which Incentive Stock
          Options are exercisable for the first time by the Optionee during any
          calendar year (under all plans of the Company and any Parent or
          Subsidiary) exceeds $100,000, such Options shall be treated as
          Nonstatutory Stock Options. For purposes of this Section 6(a),
          Incentive Stock Options shall be taken into account in the order in
          which they were granted. The Fair Market Value of the Shares shall be
          determined as of the time the Option with respect to such Shares is
          granted.

     (b)  Neither the Plan nor any Option or Stock Purchase Right shall confer
          upon an Optionee any right with respect to continuing the Optionee's
          relationship as a Service Provider with the Company, nor shall they
          interfere in any way with the Optionee's right or the Company's right
          to terminate such relationship at any time, with or without cause.

     (c)  The following limitations shall apply to grants of Options:

          (i) No Service Provider shall be granted, in any fiscal year of the
Company, Options to purchase more than ________Shares.

          (ii) In connection with his or her initial service, a Service Provider
may be granted Options to purchase up to an additional _______Shares which shall
not count against the limit set forth in subsection (i) above.


          (iii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as described in
Section 13.

          (iv) If an Option is canceled in the same fiscal year of the Company
in which it was granted (other than in connection with a transaction described
in Section 13), the canceled Option will be counted against the limits set forth
in subsections (i) and (ii) above. For this purpose, if the exercise price of an
Option is reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option.

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7.  Term of Plan.  Subject to Section 19 of the Plan, the Plan shall become
effective upon its adoption by the Board. It shall continue in effect for a term
of ten (10) years unless terminated earlier under Section 15 of the Plan.

8.  Term of Option.  The term of each Option shall be stated in the Option
Agreement. In the case of an Incentive Stock Option, the term shall be ten (10)
years from the date of grant or --such shorter term as may be provided in the
Option Agreement. Moreover, in the case of an Incentive Stock Option granted to
an Optionee who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Incentive
Stock Option shall be five (5) years from the date of grant or such shorter term
as may be provided in the Option  Agreement.

9.  Option Exercise Price and Consideration.

     (a)  Exercise Price. The per share exercise price for the Shares to be
          issued pursuant to exercise of an Option shall be determined by the
          Administrator, subject to the following:

          (i) In the case of an Incentive Stock Option

               (A)  granted to an Employee who, at the time the Incentive Stock
                    Option is granted, owns stock representing more than ten
                    percent (10%) of the voting power of all classes of stock of
                    the Company or any Parent or Subsidiary, the per Share
                    exercise price shall be no less than 110 % of the Fair
                    Market Value per Share on the date of grant.

               (B)  granted to any Employee other than an Employee described in
                    paragraph (A) immediately above, the per Share exercise
                    price shall be no less than 100% of the Fair Market Value
                    per Share on the date of grant.

          (ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator. In the case of a
Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

          (iii) Notwithstanding the foregoing, Options may be granted with a per
Share exercise price of less than 100% of Fair Market Value on the date of grant
pursuant to a merger or other corporate transaction.

     (b)  Waiting Period and Exercise Dates. At the time an Option is granted,
          the Administrator shall fix the period within which the Option may be
          exercised and

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          shall determine any conditions which must be satisfied before the
          Option may be exercised.

     (c)  Form of Consideration. The Administrator shall determine the
          acceptable form of consideration for exercising an Option, including
          the method of payment. In the case of an Incentive Stock Option, the
          Administrator shall determine the acceptable form of consideration at
          the time of grant. Such consideration may consist entirely of:

          (i) cash;

          (ii) check;

          (iii) promissory note;

          (iv) other Shares which (A) in the case of Shares acquired upon
exercise of an option, have been owned by the Optionee for more than six months
on the date of surrender, and (B) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised;

          (v) consideration received by the Company under a formal cashless
exercise program adopted by the Company in connection with the Plan;

          (vi) a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the Optionee's participation
in any Company-sponsored deferred compensation program or arrangement;

          (vii) any combination of the foregoing methods of payment; or

          (viii) such other consideration and method of payment for the issuance
of Shares to the extent permitted by Applicable Laws.

10.  Exercise of Options.

     (a)  Procedure for Exercise; Rights as a Shareholder. Any Option granted
          hereunder shall be exercisable according to the terms of the Plan and
          at such times and under such conditions as determined by the
          Administrator and set forth in the Option Agreement. Unless the
          Administrator provides otherwise, vesting of Options granted hereunder
          shall be tolled during any unpaid leave of absence. An Option may not
          be exercised for a fraction of a Share.

          An Option shall be deemed exercised when the Company receives: (i)
          written or electronic notice of exercise (in accordance with the
          Option Agreement) from the person entitled to exercise the Option, and
          (ii) full payment for the Shares with respect to which the Option is
          exercised. Full payment may consist of any

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          consideration and method of payment authorized by the Administrator
          and permitted by the Option Agreement and the Plan. Shares issued upon
          exercise of an Option shall be issued in the name of the Optionee or,
          if requested by the Optionee, in the name of the Optionee and his or
          her spouse.

          Until the Shares are issued (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 shareholder shall exist with respect to the Optioned Stock,
          notwithstanding the exercise of the Option.

          The Company shall issue (or, cause to be issued) such Shares promptly
          after the Option is exercised. No adjustment will be made for a
          dividend or other right for which the record date is prior to the date
          the Shares are issued, except as provided in Section 13 of the Plan.

          Exercising an option in any manner shall decrease the number of Shares
          thereafter available, both for purposes of the Plan and for sale under
          the Option, by the number of Shares as to which the Option is
          exercised.

     (b)  Termination of Relationship as a Service Provider. If an Optionee
          ceases to be a Service Provider, other than upon the Optionee's death
          or Disability, the Optionee may exercise his or her Option within such
          period of time as is specified in the Option Agreement to the extent
          that he or she is entitled to exercise, it on the date of termination
          (but in no event later than the expiration of the term of such Option
          as set forth in the Option Agreement).

          In the absence of a specified time in the Option Agreement, the Option
          shall remain exercisable for three (3) months following the Optionee's
          termination. If, on the date of termination, the Optionee is not
          entitled to exercise his or her entire Option, the Shares covered by
          the unexercisable portion of the Option shall revert to the Plan. If,
          after termination, the Optionee does not exercise his or her Option
          within the time specified by the Administrator, the Option shall
          terminate, and the Shares covered by such Option shall revert to the
          Plan.

     (c)  Disability of Optionee. If an Optionee ceases to be a Service Provider
          as a result of the Optionee's Disability, the Optionee may exercise
          his or her Option at any time within twelve (12) months from the date
          of termination, but only to the extent that the Optionee is entitled
          to exercise it on the date of termination (and in no event later than
          the expiration of the term of the Option as set forth in the Option
          Agreement). If, on the date of termination, the Optionee is not
          entitled to exercise his or her entire Option, the Shares covered by
          the unexercisable portion of the Option shall revert to the Plan. If,
          after termination, the Optionee does not exercise his or her Option
          within the time specified herein, the Option shall terminate, and the
          Shares covered by such Option shall revert to the Plan.

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     (d)  Death of Optionee. If an Optionee dies while a Service Provider, the
          Option may be exercised at any time within twelve (12) months
          following the date of death (but in no event later than the expiration
          of the term of such Option as set forth in the Notice of Grant), by
          the Optionee's estate or by a person who acquires the right to
          exercise the Option by bequest or inheritance, but only to the extent
          that the Optionee would have been entitled to exercise the Option on
          the date of death. If, at the time of death, the Optionee is not
          entitled to exercise his or her entire Option, the Shares covered by
          the unexercisable portion of the Option shall immediately revert to
          the Plan. The Option may be exercised by the executor or administrator
          of the Optionee's estate or, if none, by the person(s) entitled to
          exercise the Option under the Optionee's will or the laws of descent
          or distribution. If the Option is not so exercised within the time
          specified herein, the Option shall terminate, and the Shares covered
          by such Option shall revert to the Plan.

     (e)  Buyout Provisions. The Administrator may at any time offer to buy out
          for a payment in cash or Shares, an Option previously granted based on
          such terms and conditions as the Administrator shall establish and
          communicate to the Optionee at the time that such offer is made.

11.  Stock Purchase Rights.

     (a)  Rights to Purchase. Stock Purchase Rights may be issued either alone,
          in addition to, or in tandem with other awards granted under the Plan
          and/or cash awards made outside of the Plan. After the Administrator
          determines that it will offer Stock Purchase Rights under the Plan, it
          shall advise the offeree in writing or electronically, by means of a
          Notice of Grant, of the terms, conditions and restrictions related to
          the offer, including the number of Shares that the offeree shall be
          entitled to purchase, the price to be paid, and the time within which
          the offeree must accept such offer. The offer shall be accepted by
          execution of a Restricted Stock Purchase Agreement in the form
          determined by the Administrator.

     (b)  Repurchase Option. Unless the Administrator determines otherwise, the
          Restricted Stock Purchase Agreement shall grant the Company a
          repurchase option exercisable upon the voluntary or involuntary
          termination of the purchaser's service with the Company for any reason
          (including death or Disability). The purchase price for Shares
          repurchased pursuant to the Restricted Stock Purchase Agreement shall
          be the original price paid by the purchaser and may be paid by
          cancellation of any indebtedness of the purchaser to the Company. The
          repurchase option shall lapse at a rate determined by the
          Administrator.

     (c)  Other Provisions. The Restricted Stock Purchase Agreement shall
          contain such other terms, provisions and conditions not inconsistent
          with the Plan as may be determined by the Administrator in its sole
          discretion.

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     (d)  Rights as a Shareholder. Once the Stock Purchase Right is exercised,
          the purchaser shall have the rights equivalent to those of a
          shareholder, and shall be a shareholder when his or her purchase is
          entered upon the records of the duly authorized transfer agent of the
          Company. No adjustment will be made for a dividend or other right for
          which the record date is prior to the date the Stock Purchase Right is
          exercised, except as provided in Section 13 of the Plan.

12.  Non-Transferability of Options and Stock Purchase Rights.  Unless
determined otherwise by the Administrator, an Option or Stock Purchase Right may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.  If the
Administrator makes an Option or Stock Purchase Right transferable, such Option
or Stock Purchase Right shall contain such additional terms and conditions as
the Administrator deems appropriate.

13.  Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset
Sale.

     (a)  Changes in Capitalization. Subject to any required action by the
          shareholders of the Company, the number of shares of Common Stock
          covered by each outstanding Option and Stock Purchase Right, and the
          number of shares of Common Stock which have been authorized for
          issuance under the Plan but as to which no Options or Stock Purchase
          Rights have yet been granted or which have been returned to the Plan
          upon cancellation or expiration of an Option or Stock Purchase Right,
          as well as the price per share of Common Stock covered by each such
          outstanding Option or Stock Purchase Right, 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,
          stock dividend, combination or reclassification of the Common Stock,
          or any other increase or decrease in the number of issued 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 Board, whose
          determination in that respect shall be final, binding and conclusive.

          Except as expressly provided herein, no issuance 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 or Stock Purchase Right.

     (b)  Dissolution or Liquidation. In the event of the proposed dissolution
          or liquidation of the Company, the Administrator shall notify each
          Optionee as soon as practicable prior to the effective date of such
          proposed transaction. The Administrator in its discretion may provide
          for an Optionee to have the right to exercise his or her Option until
          ten (10) days prior to such transaction as to all of

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     the Optioned Stock covered thereby, including Shares as to which the Option
     would not otherwise be exercisable. In addition, the Administrator may
     provide that any Company repurchase option applicable to any Shares
     purchased upon exercise of an Option or Stock Purchase Right shall lapse as
     to all such Shares, provided the proposed dissolution or liquidation takes
     place at the time and in the manner contemplated. To the extent it has not
     been previously exercised, an Option or Stock Purchase Right will terminate
     immediately prior to the consummation of such proposed action.

(c)  Merger or Asset Sale.  In the event of a merger of the Company with or into
     another corporation, or the sale of substantially all of the assets of the
     Company, each outstanding Option and Stock Purchase Right shall be assumed
     or an equivalent option or right substituted by the successor corporation
     or a Parent or Subsidiary of the successor corporation. In the event that
     the successor corporation refuses to assume or substitute for the Option or
     Stock Purchase Right, the Optionee shall fully vest in and have the right
     to exercise the Option or Stock Purchase Right as to all of the Optioned
     Stock, including Shares as to which it would not otherwise be vested or
     exercisable. If an Option or Stock Purchase Right becomes fully vested and
     exercisable in lieu of assumption or substitution in the event of a merger
     or sale of assets, the Administrator shall notify the Optionee in writing
     or electronically that the Option or Stock Purchase Right shall be fully
     vested and exercisable for a period of fifteen (15) days from the date of
     such notice, and the Option or Stock Purchase Right shall terminate upon
     the expiration of such period. For the purposes of this paragraph, the
     Option or Stock Purchase Right shall be considered assumed if, following
     the merger or sale of assets, the option or right confers the right to
     purchase or receive, for each Share of Optioned Stock subject to the Option
     or Stock Purchase Right immediately prior to the merger or sale of assets,
     the consideration (whether stock, cash, or other securities or property)
     received in the merger or sale of assets by holders of Common Stock for
     each Share held on the effective date of the 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 merger or sale of assets is not
     solely common stock of the successor corporation or its Parent, the
     Administrator may, with the consent of the successor corporation, provide
     for the consideration to be received upon the exercise of the Option or
     Stock Purchase Right, for each Share of Optioned Stock subject to the
     Option or Stock Purchase Right, to be solely common stock of the successor
     corporation or its Parent equal in fair market value to the per share
     consideration received by holders of Common Stock in the merger or sale of
     assets.

14.  Date of Grant.  The date of grant of an Option or Stock Purchase Right
shall be, for all purposes, the date on which the Administrator makes the
determination granting such Option or Stock Purchase Right, or such other later
date as is determined by the Administrator. Notice of

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the determination shall be provided to each Optionee within a reasonable time
after the date of such grant.

15.  Amendment and Termination of the Plan.

     (a)  Amendment and Termination. The Board may at any time amend, alter,
          suspend or terminate the Plan.

     (b)  Shareholder Approval. The Company shall obtain shareholder approval of
          any Plan amendment to the extent necessary and desirable to comply
          with Applicable Laws.

     (c)  Effect of Amendment or Termination. No amendment, alteration,
          suspension or termination of the Plan shall impair the rights of any
          Optionee, unless mutually agreed otherwise between the Optionee and
          the Administrator, which agreement must be in writing and signed by
          the Optionee and the Company.

16.  Conditions Upon Issuance of Shares.

     (a)  Legal Compliance. Shares shall not be issued pursuant to the exercise
          of an Option or Stock Purchase Right unless the exercise of such
          Option or Stock Purchase Right and the issuance and delivery of such
          Shares shall comply with Applicable Laws and shall be further subject
          to the approval of counsel for the Company with respect to such
          compliance.

     (b)  Investment Representations. As a condition to the exercise of an
          Option or Stock Purchase Right, the Company may require the person
          exercising such Option or Stock Purchase Right 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.

17.  Inability to Obtain Authority.  The inability of the Company to obtain
authority from any regulatory body having 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 failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

18.  Reservation of Shares.  The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

19.  Shareholder Approval.  The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted. Such shareholder approval shall be obtained in the manner and to the
degree required under Applicable Laws.

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