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                                                                    EXHIBIT 10.2

                               OTG SOFTWARE, INC.

                            2000 STOCK INCENTIVE PLAN

1.   Purpose

     The purpose of this 2000 Stock Incentive Plan (the "Plan") of OTG Software,
Inc., a Delaware corporation (the "Company"), is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and
motivate persons who make (or are expected to make) important contributions to
the Company by providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such
persons with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any of the Company's
present or future subsidiary corporations as defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the "Code").

2.   Eligibility

     All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options, restricted stock awards, or other stock-based
awards (each, an "Award") under the Plan. Each person who has been granted an
Award under the Plan shall be deemed a "Participant".

3.   Administration, Delegation

     (a)  Administration by Board of Directors. The Plan will be administered by
the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

     (b)  Delegation to Executive Officers. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.


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     (c)  Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean the Board or a Committee of the Board or the
executive officer referred to in Section 3(b) to the extent that the Board's
powers or authority under the Plan have been delegated to such Committee or
executive officer.

4.   Stock Available for Awards

     (a)  Number of Shares. Subject to adjustment under Section 8, Awards may be
made under the Plan for up to 1,000,000 shares of common stock, par value $0.01
per share, of the Company (the "Common Stock").

     (b)  The number of shares of Common Stock available for issuance under the
Plan shall automatically increase on the first trading day of each calendar
year, beginning with the 2001 calendar year and continuing through the term of
this Plan, by an amount equal to three percent (3%) of the shares of Common
Stock outstanding on the last trading day of the preceding calendar year;
provided, however, that in no event shall any such annual increase exceed
1,000,000 shares.

     (c)  If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part or results in
any Common Stock not being issued, the unused Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan, subject,
however, in the case of Incentive Stock Options (as hereinafter defined), to any
limitation required under the Code. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.

5.   Stock Options

     (a)  General. The Board may grant options to purchase Common Stock (each,
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".

     (b)  Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

     (c)  Exercise Price. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement;
provided, however, that the exercise price of all Incentive Stock Options shall
not be less than 100% of the fair market value



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of the Common Stock, as determined by the Board, at the time the Incentive Stock
Option is granted.

     (d)  Duration of Options. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that no Option will be granted
for a term in excess of 10 years.

     (e)  Exercise of Option. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

     (f)  Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

          (1)  in cash or by check, payable to the order of the Company;

          (2)  except as the Board may, in its sole discretion, otherwise
provide in an option agreement, by (i) delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price or (ii) delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price;

          (3)  when the Common Stock is registered under the Exchange Act, by
delivery of shares of Common Stock owned by the Participant valued at their fair
market value as determined by (or in a manner approved by) the Board in good
faith ("Fair Market Value"), provided (i) such method of payment is then
permitted under applicable law and (ii) such Common Stock was owned by the
Participant at least six months prior to such delivery;

          (4)  payment of such other lawful consideration as the Board may
determine; or

          (5)  by any combination of the above permitted forms of payment.

6.   Restricted Stock

     (a)  Grants. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

     (b)  Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the



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issue price, if any. Any stock certificates issued in respect of a Restricted
Stock Award shall be registered in the name of the Participant and, unless
otherwise determined by the Board, deposited by the Participant, together with a
stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee)
shall deliver the certificates no longer subject to such restrictions to the
Participant or if the Participant has died, to the beneficiary designated, in a
manner determined by the Board, by a Participant to receive amounts due or
exercise rights of the Participant in the event of the Participant's death (the
"Designated Beneficiary"). In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's estate.

7.   Other Stock-Based Awards

     The Board shall have the right to grant other Awards based upon the Common
Stock having such terms and conditions as the Board may determine, including the
grant of shares based upon certain conditions, the grant of securities
convertible into Common Stock and the grant of stock appreciation rights.

8.   Adjustments for Changes in Common Stock and Certain Other Events

     (a)  Changes in Capitalization. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock, other than a normal
cash dividend and other than the stock split declared by the Board on January
18, 2000, (i) the number and class of securities available under this Plan, (ii)
the number and class of securities and exercise price per share subject to each
outstanding Option, (iii) the repurchase price per share subject to each
outstanding Restricted Stock Award, and (iv) the terms of each other outstanding
Award shall be appropriately adjusted by the Company (or substituted Awards may
be made, if applicable) to the extent the Board shall determine, in good faith,
that such an adjustment (or substitution) is necessary and appropriate. If this
Section 8(a) applies and Section 8(c) also applies to any event, Section 8(c)
shall be applicable to such event, and this Section 8(a) shall not be
applicable.

     (b)  Liquidation or Dissolution. In the event of a proposed liquidation or
dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

     (c)  Acquisition and Change in Control Events

          (1)  Definitions

               (a)  An "Acquisition Event" shall mean:

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                    (i)  any merger or consolidation of the Company with or into
                         another entity as a result of which the Common Stock is
                         converted into or exchanged for the right to receive
                         cash, securities or other property; or

                    (ii) any exchange of shares of the Company for cash,
                         securities or other property pursuant to a statutory
                         share exchange transaction.

               (b)  A "Change in Control Event" shall mean:

                    (i)  the acquisition by an individual, entity or group
                         (within the meaning of Section 13(d)(3) or 14(d)(2) of
                         the Securities Exchange Act of 1934, as amended (the
                         "Exchange Act")) (a "Person") of beneficial ownership
                         of any capital stock of the Company if, after such
                         acquisition, such Person beneficially owns (within the
                         meaning of Rule 13d-3 promulgated under the Exchange
                         Act) more than 50% of either (x) the then-outstanding
                         shares of common stock of the Company (the "Outstanding
                         Company Common Stock") or (y) the combined voting power
                         of the then-outstanding securities of the Company
                         entitled to vote generally in the election of directors
                         (the "Outstanding Company Voting Securities");
                         provided, however, that for purposes of this subsection
                         (i), the following acquisitions shall not constitute a
                         Change in Control Event: (A) any acquisition directly
                         from the Company (excluding an acquisition pursuant to
                         the exercise, conversion or exchange of any security
                         exercisable for, convertible into or exchangeable for
                         common stock or voting securities of the Company,
                         unless the Person exercising, converting or exchanging
                         such security acquired such security directly from the
                         Company or an underwriter or agent of the Company), (B)
                         any acquisition by any employee benefit plan (or
                         related trust) sponsored or maintained by the Company
                         or any corporation controlled by the Company, (C) any
                         acquisition by any corporation pursuant to a Business
                         Combination (as defined below) which complies with
                         clauses (x) and (y) of subsection (iii) of this
                         definition, or (D) any acquisition by Richard Kay (the
                         "Exempt Person") of any shares of Common Stock; or

                    (ii) such time as the Continuing Directors (as defined
                         below) do not constitute a majority of the Board (or,
                         if applicable, the Board of Directors of a successor
                         corporation to the



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                              Company), where the term "Continuing Director"
                              means at any date a member of the Board (x) who
                              was a member of the Board on the date of the
                              initial adoption of this Plan by the Board or (y)
                              who was nominated or elected subsequent to such
                              date by at least a majority of the directors who
                              were Continuing Directors at the time of such
                              nomination or election or whose election to the
                              Board was recommended or endorsed by at least a
                              majority of the directors who were Continuing
                              Directors at the time of such nomination or
                              election; provided, however, that there shall be
                              excluded from this clause (y) any individual whose
                              initial assumption of office occurred as a result
                              of an actual or threatened election contest with
                              respect to the election or removal of directors or
                              other actual or threatened solicitation of proxies
                              or consents, by or on behalf of a person other
                              than the Board; or

                   (iii) the consummation of a merger, consolidation,
                         reorganization, recapitalization or statutory share
                         exchange involving the Company or a sale or other
                         disposition of all or substantially all of the assets
                         of the Company (a "Business Combination"), unless,
                         immediately following such Business Combination, each
                         of the following two conditions is satisfied: (x) all
                         or substantially all of the individuals and entities
                         who were the beneficial owners of the Outstanding
                         Company Common Stock and Outstanding Company Voting
                         Securities immediately prior to such Business
                         Combination beneficially own, directly or indirectly,
                         more than 50% of the then-outstanding shares of common
                         stock and the combined voting power of the
                         then-outstanding securities entitled to vote generally
                         in the election of directors, respectively, of the
                         resulting or acquiring corporation in such Business
                         Combination (which shall include, without limitation, a
                         corporation which as a result of such transaction owns
                         the Company or substantially all of the Company's
                         assets either directly or through one or more
                         subsidiaries) (such resulting or acquiring corporation
                         is referred to herein as the "Acquiring Corporation")
                         in substantially the same proportions as their
                         ownership of the Outstanding Company Common Stock and
                         Outstanding Company Voting Securities, respectively,
                         immediately prior to such Business Combination and (y)
                         no Person (excluding the Acquiring Corporation or any
                         employee benefit plan (or related trust) maintained or
                         sponsored by the Company or by the Acquiring
                         Corporation) beneficially owns, directly or indirectly,
                         20% or more of the then-outstanding shares of common
                         stock of the Acquiring Corporation, or of the combined
                         voting power of the then-outstanding securities of such
                         corporation



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                         entitled to vote generally in the election of directors
                         (except to the extent that such ownership existed prior
                         to the Business Combination).

          (2)  Effect on Options

               (a)  Acquisition Event. Upon the occurrence of an Acquisition
                    Event (regardless of whether such event also constitutes a
                    Change in Control Event), or the execution by the Company of
                    any agreement with respect to an Acquisition Event
                    (regardless of whether such event will result in a Change in
                    Control Event), the Board shall provide that all outstanding
                    Options shall be assumed, or equivalent options shall be
                    substituted, by the acquiring or succeeding corporation (or
                    an affiliate thereof); provided that if such Acquisition
                    Event also constitutes a Change in Control Event, except to
                    the extent specifically provided to the contrary in the
                    instrument evidencing any Option or any other agreement
                    between a Participant and the Company (A) one-half of the
                    number of shares subject to the Option which were not
                    already vested shall be exercisable upon the occurrence of
                    such Acquisition Event and, the remaining one-half of such
                    number of shares shall continue to become vested in
                    accordance with the original vesting schedule set forth in
                    such option, with one-half of the number of shares that
                    would otherwise have first become vested becoming so vested
                    on each subsequent vesting date in accordance with the
                    original schedule. For purposes hereof, an Option shall be
                    considered to be assumed if, following consummation of the
                    Acquisition Event, the Option confers the right to purchase,
                    for each share of Common Stock subject to the Option
                    immediately prior to the consummation of the Acquisition
                    Event, the consideration (whether cash, securities or other
                    property) received as a result of the Acquisition Event by
                    holders of Common Stock for each share of Common Stock held
                    immediately prior to the consummation of the Acquisition
                    Event (and if holders were offered a choice of
                    consideration, the type of consideration chosen by the
                    holders of a majority of the outstanding shares of Common
                    Stock); provided, however, that if the consideration
                    received as a result of the Acquisition Event is not solely
                    common stock of the acquiring or succeeding corporation (or
                    an affiliate thereof), the Company may, with the consent of
                    the acquiring or succeeding corporation, provide for the
                    consideration to be received upon the exercise of Options to
                    consist solely of common stock of the acquiring or
                    succeeding corporation (or an affiliate thereof) equivalent
                    in fair market value to the per share consideration received
                    by holders of



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                    outstanding shares of Common Stock as a result of the
                    Acquisition Event.

                         Notwithstanding the foregoing, if the acquiring or
                    succeeding corporation (or an affiliate thereof) does not
                    agree to assume, or substitute for, such Options, then the
                    Board shall, upon written notice to the Participants,
                    provide that all then unexercised Options will become
                    exercisable in full as of a specified time prior to the
                    Acquisition Event and will terminate immediately prior to
                    the consummation of such Acquisition Event, except to the
                    extent exercised by the Participants before the consummation
                    of such Acquisition Event; provided, however, that in the
                    event of an Acquisition Event under the terms of which
                    holders of Common Stock will receive upon consummation
                    thereof a cash payment for each share of Common Stock
                    surrendered pursuant to such Acquisition Event (the
                    "Acquisition Price"), then the Board may instead provide
                    that all outstanding Options shall terminate upon
                    consummation of such Acquisition Event and that each
                    Participant shall receive, in exchange therefor, a cash
                    payment equal to the amount (if any) by which (A) the
                    Acquisition Price multiplied by the number of shares of
                    Common Stock subject to such outstanding Options (whether or
                    not then exercisable), exceeds (B) the aggregate exercise
                    price of such Options.

               (b)  Change in Control Event that is not an Acquisition Event.
                    Upon the occurrence of a Change in Control Event that does
                    not also constitute an Acquisition Event, except to the
                    extent specifically provided to the contrary in the
                    instrument evidencing any Option or any other agreement
                    between a Participant and the Company, the vesting schedule
                    of such Option shall be accelerated in part so that one-half
                    of the number of shares that would otherwise have first
                    become vested on any date after the date of the Change in
                    Control Event shall immediately become exercisable. The
                    remaining one-half of such number of shares shall continue
                    to become vested in accordance with the original vesting
                    schedule set forth in such Option, with one-half of the
                    number of shares that would otherwise have first become
                    vested becoming so vested on each subsequent vesting date in
                    accordance with the original schedule.

          (3)  Effect on Restricted Stock Awards

               (a)  Acquisition Event that is not a Change in Control Event.
                    Upon the occurrence of an Acquisition Event that is not a
                    Change in Control Event, the repurchase and other rights of
                    the Company under each



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                    outstanding Restricted Stock Award shall inure to the
                    benefit of the Company's successor and shall apply to the
                    cash, securities or other property which the Common Stock
                    was converted into or exchanged for pursuant to such
                    Acquisition Event in the same manner and to the same extent
                    as they applied to the Common Stock subject to such
                    Restricted Stock Award.

               (b)  Change in Control Event. Upon the occurrence of a Change in
                    Control Event (regardless of whether such event also
                    constitutes an Acquisition Event), except to the extent
                    specifically provided to the contrary in the instrument
                    evidencing any Restricted Stock Award or any other agreement
                    between a Participant and the Company, the vesting schedule
                    of all Restricted Stock Awards shall be accelerated in part
                    so that one-half of the number of shares that would
                    otherwise have first become free from conditions or
                    restrictions on any date after the date of the Change in
                    Control Event shall immediately become free from conditions
                    or restrictions. Subject to the following sentence, the
                    remaining one-half of such number of shares shall continue
                    to become free from conditions or restrictions in accordance
                    with the original schedule set forth in such Restricted
                    Stock Award, with one-half of the number of shares that
                    would otherwise have first become free from conditions or
                    restrictions becoming free from conditions or restrictions
                    on each subsequent vesting date in accordance with the
                    original schedule.

          (4)  Effect on Other Awards

               (a)  Acquisition Event that is not a Change in Control Event. The
                    Board shall specify the effect of an Acquisition Event that
                    is not a Change in Control Event on any other Award granted
                    under the Plan at the time of the grant of such Award.

               (b)  Change in Control Event. Upon the occurrence of a Change in
                    Control Event (regardless of whether such event also
                    constitutes an Acquisition Event), except to the extent
                    specifically provided to the contrary in the instrument
                    evidencing any Award or any other agreement between a
                    Participant and the Company, the vesting schedule of all
                    other Awards shall be accelerated in part so that one-half
                    of the number of shares that would otherwise have first
                    become exercisable, realizable, vested or free from
                    conditions or restrictions on any date after the date of the
                    Change in Control Event shall immediately become
                    exercisable, realizable, vested or free from conditions or
                    restrictions. Subject to the following sentence, the
                    remaining one-half of such number of shares shall



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                    continue to become exercisable, realizable, vested or free
                    from conditions or restrictions in accordance with the
                    original schedule set forth in such Award, with one-half of
                    the number of shares that would otherwise have first become
                    exercisable, realizable, vested or free from conditions or
                    restrictions becoming so exercisable, realizable, vested or
                    free from conditions or restrictions on each subsequent
                    vesting date in accordance with the original schedule.

          (5)  Limitations. Notwithstanding the foregoing provisions of this
Section 8(c), if the Change in Control Event is intended to be accounted for as
a "pooling of interests" for financial accounting purposes, and if the
acceleration to be effected by the foregoing provisions of this Section 8(c)
would preclude accounting for the Change in Control Event as a "pooling of
interests" for financial accounting purposes, then no such acceleration shall
occur upon the Change in Control Event.

9.   General Provisions Applicable to Awards

     (a)  Transferability of Awards. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.

     (b)  Documentation. Each Award shall be evidenced by a written instrument
in such form as the Board shall determine. Each Award may contain terms and
conditions in addition to those set forth in the Plan.

     (c)  Board Discretion. Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of
each Award need not be identical, and the Board need not treat Participants
uniformly.

     (d)  Termination of Status. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

     (e)  Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may, to the extent then permitted under applicable law, satisfy
such tax obligations in whole or in part by delivery of shares of Common Stock,
including



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shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.

     (f)  Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

     (g)  Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

     (h)  Acceleration. The Board may at any time provide that any Options shall
become immediately exercisable in full or in part, that any Restricted Stock
Awards shall be free of restrictions in full or in part or that any other Awards
may become exercisable in full or in part or free of some or all restrictions or
conditions, or otherwise realizable in full or in part, as the case may be.

10.  Miscellaneous

     (a)  No Right To Employment or Other Status. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

     (b)  No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired



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upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

     (c)  Effective Date and Term of Plan. The Plan shall become effective on
the date on which it is adopted by the Board. No Awards shall be granted under
the Plan after the completion of ten years from the earlier of (i) the date on
which the Plan was adopted by the Board or (ii) the date the Plan was approved
by the Company's stockholders, but Awards previously granted may extend beyond
that date.

     (d)  Amendment of Plan. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time.

     (e)  Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

                                        Adopted by the Board of Directors of the
                                        Company on January 18, 2000.

                                        Approved by the stockholders of the
                                        Company on February 17, 2000.



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