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                                                                    Exhibit 10.1

                    ATA TESTING AUTHORITY (HOLDINGS) LIMITED

                              SHARE INCENTIVE PLAN


                                     PREFACE

     This Plan is divided into two separate equity programs: (1) the option
grant program set forth in Section 5 under which Eligible Persons (as defined in
Section 3) may, at the discretion of the Administrator, be granted Options, and
(2) the share award program set forth in Section 6 under which Eligible Persons
may, at the discretion of the Administrator, be awarded restricted or
unrestricted Common Shares. Section 2 of this Plan contains the general rules
regarding the administration of this Plan. Section 3 sets forth the requirements
for eligibility to receive an Award grant under this Plan. Section 4 describes
the authorized shares of the Company that may be subject to Awards granted under
this Plan. Section 7 contains other provisions applicable to all Awards granted
under this Plan. Section 8 provides definitions for certain capitalized terms
used in this Plan and not otherwise defined herein.

1.   PURPOSE OF THE PLAN.

     The purpose of this Plan is to promote the success of the Company and the
     interests of its shareholders by providing a means through which the
     Company may grant equity-based incentives to attract, motivate, retain and
     reward certain officers, employees, directors and other eligible persons
     and to further link the interests of Award recipients with those of the
     Company's shareholders generally.

2.   ADMINISTRATION.

     2.1  ADMINISTRATOR. This Plan shall be administered by and all Awards under
          this Plan shall be authorized by the Administrator. The
          "ADMINISTRATOR" means the Board or one or more committees appointed by
          the Board or another committee (within its delegated authority) to
          administer all or certain aspects of this Plan. Any such committee
          shall be comprised solely of one or more directors or such number of
          directors as may be required under applicable law. A committee may
          delegate some or all of its authority to another committee so
          constituted. The Board or a committee comprised solely of directors
          may also delegate, to the extent permitted by the International
          Business Companies Act of the British Virgin Islands and any other
          applicable law, to one or more officers of the Company, its powers
          under this Plan (a) to designate the officers and employees of the
          Company and its Affiliates who will receive grants of Awards under
          this Plan, and (b) to determine the number of shares subject to, and
          the other terms and conditions of, such Awards. The Board may delegate
          different levels of authority to different committees with
          administrative and grant authority under this Plan. Unless otherwise
          provided in the Memorandum and Articles of Association of the Company
          or the applicable charter of any Administrator: (a) a majority of the
          members of the acting Administrator shall constitute a quorum, and (b)
          the vote of a majority of the members present assuming the presence of
          a quorum or the

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          unanimous written consent of the members of the Administrator shall
          constitute action by the acting Administrator.

     2.2  PLAN AWARDS; INTERPRETATION; POWERS OF ADMINISTRATOR. Subject to the
          express provisions of this Plan, the Administrator is authorized and
          empowered to do all things necessary or desirable in connection with
          the authorization of Awards and the administration of this Plan (in
          the case of a committee or delegation to one or more officers, within
          the authority delegated to that committee or person(s)), including,
          without limitation, the authority to:

          (a)  determine eligibility and, from among those persons determined to
               be eligible, the particular Eligible Persons who will receive
               Awards;

          (b)  grant Awards to Eligible Persons, determine the price and number
               of securities to be offered or awarded to any of such persons,
               determine the other specific terms and conditions of Awards
               consistent with the express limits of this Plan, establish the
               installments (if any) in which such Awards will become
               exercisable or will vest (which may include, without limitation,
               performance and/or time-based schedules) or determine that no
               delayed exercisability or vesting is required, establish any
               applicable performance targets, and establish the events of
               termination or reversion of such Awards;

          (c)  approve the forms of Award Agreements, which need not be
               identical either as to type of Award or among Participants;

          (d)  construe and interpret this Plan and any Award Agreement or other
               agreements defining the rights and obligations of the Company,
               its Affiliates, and Participants under this Plan, make factual
               determinations with respect to the administration of this Plan,
               further define the terms used in this Plan, and prescribe, amend
               and rescind rules and regulations relating to the administration
               of this Plan or the Awards;

          (e)  cancel, modify, or waive the Company's rights with respect to, or
               modify, discontinue, suspend, or terminate any or all outstanding
               Awards, subject to any required consent under Section 7.7.4;

          (f)  accelerate or extend the vesting or exercisability or extend the
               term of any or all outstanding Awards (within the maximum
               ten-year term of Awards under Sections 5.4.2 and 6.5) in such
               circumstances as the Administrator may deem appropriate
               (including, without limitation, in connection with a termination
               of employment or services or other events of a personal nature);

          (g)  determine Fair Market Value for purposes of this Plan and Awards;

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          (h)  determine the duration and purposes of leaves of absence that may
               be granted to Participants without constituting a termination of
               their employment for purposes of this Plan; and

          (i)  determine whether, and the extent to which, adjustments are
               required pursuant to Section 7.3 hereof and authorize the
               termination, conversion, substitution or succession of awards
               upon the occurrence of an event of the type described in Section
               7.3.

     2.3  BINDING DETERMINATIONS. Any action taken by, or inaction of, the
          Company, any Affiliate, the Board or the Administrator relating or
          pursuant to this Plan and within its authority hereunder or under
          applicable law shall be within the absolute discretion of that entity
          or body and shall be conclusive and binding upon all persons. Neither
          the Board nor the Administrator, nor any member thereof or person
          acting at the direction thereof, shall be liable for any act,
          omission, interpretation, construction or determination made in good
          faith in connection with this Plan (or any Award), and all such
          persons shall be entitled to indemnification and reimbursement by the
          Company in respect of any claim, loss, damage or expense (including,
          without limitation, attorneys' fees) arising or resulting therefrom to
          the fullest extent permitted by law and/or under any directors and
          officers liability insurance coverage that may be in effect from time
          to time.

     2.4  RELIANCE ON EXPERTS. In making any determination or in taking or not
          taking any action under this Plan, the Administrator or the Board, as
          the case may be, may obtain and may rely upon the advice of experts,
          including employees of and professional advisors to the Company. No
          director, officer or agent of the Company or any of its Affiliates
          shall be liable for any such action or determination taken or made or
          omitted in good faith.

     2.5  DELEGATION. The Administrator may delegate ministerial,
          non-discretionary functions to individuals who are officers or
          employees of the Company or any of its Affiliates or to third parties.

3.   ELIGIBILITY.

     Awards may be granted under this Plan only to those persons that the
     Administrator determines to be Eligible Persons. An "ELIGIBLE PERSON" means
     any person who qualifies as one of the following at the time of grant of
     the respective Award:

     (a)  an officer (whether or not a director) or employee of the Company or
          any of its Affiliates;

     (b)  any member of the Board; or

     (c)  any director of one of the Company's Affiliates, or any individual
          consultant or advisor who renders or has rendered bona fide services
          (other than services in connection with the offering or sale of
          securities of the Company or one of its

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          Affiliates, as applicable, in a capital raising transaction or as a
          market maker or promoter of that entity's securities) to the Company
          or one of its Affiliates.

     An advisor or consultant may be selected as an Eligible Person pursuant to
     clause (c) above only if such person's participation in this Plan would not
     adversely affect (1) the Company's eligibility to rely on the Rule 701
     exemption from registration under the Securities Act for the offering of
     shares issuable under this Plan by the Company, or (2) the Company's
     compliance with any other applicable laws.

     An Eligible Person may, but need not, be granted one or more Awards
     pursuant to Section 5 and/or one or more Awards pursuant to Section 6. An
     Eligible Person who has been granted an Award under this Plan may, if
     otherwise eligible, be granted additional Awards under this Plan if the
     Administrator so determines. However, a person's status as an Eligible
     Person is not a commitment that any Award will be granted to that person
     under this Plan. Furthermore, an Eligible Person who has been granted an
     Award under Section 5 is not necessarily entitled to an Award under Section
     6, or vice versa, unless otherwise expressly determined by the
     Administrator.

     Each Award granted under this Plan must be approved by the Administrator at
     or prior to the grant of the Award.

4.   SHARES SUBJECT TO THE PLAN.

     4.1  SHARES AVAILABLE. Subject to the provisions of Section 7.3.1, the
          shares that may be delivered under this Plan will be the Company's
          authorized but unissued Common Shares. The Common Shares issued and
          delivered may be issued and delivered for any lawful consideration.

     4.2  SHARE LIMITS. Subject to the provisions of Section 7.3.1 and further
          subject to the share counting rules of Section 4.3, the maximum number
          of Common Shares that may be delivered pursuant to Awards granted
          under this Plan will not exceed 2,595,108 shares.* As required under
          U.S. Treasury Regulation Section 1.422-2(b)(3)(i), in no event will
          the number of Common Shares that may be delivered pursuant to
          Incentive Stock Options granted under this Plan exceed the Share
          Limit.

     4.3  REPLENISHMENT AND REISSUE OF UNVESTED AWARDS. To the extent that an
          Award is settled in cash or a form other than Common Shares, the
          shares that would have been delivered had there been no such cash or
          other settlement shall not be counted against the shares available for
          issuance under this Plan. No Award may be granted under this Plan
          unless, on the date of grant, the sum of (a) the

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* Award grants (including the number of shares subject to Awards granted) must
be structured to satisfy the requirements of Rule 701 promulgated under the
Securities Act and applicable "blue sky" laws. Unless a higher percentage is
approved by at least two-thirds of the outstanding shares entitled to vote, at
no time shall the total number of shares subject to this Plan exceed a number of
shares which is equal to 30% of the then-outstanding number of the Company's
Common Shares (convertible preferred or convertible senior Common Shares will be
counted on an as if converted basis).

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          maximum number of Common Shares issuable at any time pursuant to such
          Award, plus (b) the number of Common Shares that have previously been
          issued pursuant to Awards granted under this Plan, plus (c) the
          maximum number of Common Shares that may be issued at any time after
          such date of grant pursuant to Awards that are outstanding on such
          date, does not exceed the Share Limit. Notwithstanding the foregoing,
          Common Shares that are subject to or underlie Options granted under
          this Plan that expire or for any reason are canceled or terminated
          without having been exercised (or Common Shares subject to or
          underlying the unexercised portion of such Options in the case of
          Options that were partially exercised), as well as Common Shares that
          are subject to Share Awards made under this Plan that are forfeited to
          the Company or otherwise repurchased by the Company prior to the
          vesting of such shares for a price not greater than the original
          purchase or issue price of such shares (as adjusted pursuant to
          Section 7.3.1) will again, except to the extent prohibited by law or
          applicable listing or regulatory requirements (and subject to any
          applicable limitations of the Code in the case of Awards intended to
          be Incentive Stock Options), be available for subsequent Award grants
          under this Plan. Shares that are exchanged by a Participant or
          withheld by the Company as full or partial payment in connection with
          any Award under this Plan, as well as any shares exchanged by a
          Participant or withheld by the Company or one of its Affiliates to
          satisfy the tax withholding obligations related to any Award, shall be
          available for subsequent awards under this Plan.

     4.4  RESERVATION OF SHARES. The Company shall at all times reserve a number
          of Common Shares sufficient to cover the Company's obligations and
          contingent obligations to deliver shares with respect to Awards then
          outstanding under this Plan.

5.   OPTION GRANT PROGRAM.

     5.1  OPTION GRANTS IN GENERAL. Each Option shall be evidenced by an Award
          Agreement in the form approved by the Administrator. The Award
          Agreement evidencing an Option shall contain the terms established by
          the Administrator for that Option, as well as any other terms,
          provisions, or restrictions that the Administrator may impose on the
          Option or any Common Shares subject to the Option; in each case
          subject to the applicable provisions and limitations of this Section 5
          and the other applicable provisions and limitations of this Plan. The
          Administrator may require that the recipient of an Option promptly
          execute and return to the Company his or her Award Agreement
          evidencing the Option. In addition, the Administrator may require that
          the spouse of any married recipient of an Option also promptly execute
          and return to the Company the Award Agreement evidencing the Option
          granted to the recipient or such other spousal consent form that the
          Administrator may require in connection with the grant of the Option.

     5.2  TYPES OF OPTIONS. The Administrator will designate each Option granted
          under this Plan to a U.S. resident as either an Incentive Stock Option
          or a Nonqualified

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          Option, and such designation shall be set forth in the applicable
          Award Agreement. Any Option granted under this Plan to a U.S. resident
          that is not expressly designated in the applicable Award Agreement as
          an Incentive Stock Option will be deemed to be designated a
          Nonqualified Option under this Plan and not an "incentive stock
          option" within the meaning of Section 422 of the Code. Incentive Stock
          Options shall be subject to the provisions of Section 5.5 in addition
          to the provisions of this Plan applicable to Options generally. The
          Administrator may designate any Option granted under this Plan to a
          non-U.S. resident in accordance with the rules and regulations
          applicable to options in the jurisdiction in which such person is a
          resident. The Administrator may, in its discretion, designate any
          Option as an Early Exercise Option pursuant to Section 5.9.

     5.3  OPTION PRICE.

          5.3.1     Pricing Limits. Subject to the following provisions of this
                    Section 5.3.1, the Administrator will determine the purchase
                    price per share of the Common Shares covered by each Option
                    (the "exercise price" of the Option) at the time of the
                    grant of the Option, which exercise price will be set forth
                    in the applicable Award Agreement. In no case will the
                    exercise price of an Option be less than the greater of:

                    (a)  the nominal value of the Common Shares;

                    (b)  in the case of an Incentive Stock Option and subject to
                         clause (c) below, 100% of the Fair Market Value of the
                         Common Shares on the date of grant; or

                    (c)  in the case of an Incentive Stock Option granted to a
                         Participant described in Section 5.6, 110% of the Fair
                         Market Value of the Common Shares on the date of grant.

          5.3.2     Payment Provisions. The Company will not be obligated to
                    deliver certificates for the Common Shares to be purchased
                    on exercise of an Option unless and until it receives full
                    payment of the exercise price therefor, all related
                    withholding obligations under Section 7.6 have been
                    satisfied, and all other conditions to the exercise of the
                    Option set forth herein or in the Award Agreement have been
                    satisfied. The purchase price of any Common Shares purchased
                    on exercise of an Option must be paid in full at the time of
                    each purchase in such lawful consideration as may be
                    permitted or required by the Administrator, which may
                    include, without limitation, one or a combination of the
                    following methods:

                    (a)  cash, check payable to the order of the Company, or
                         electronic funds transfer;

                    (b)  notice and third party payment in such manner as may be
                         authorized by the Administrator;

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                    (c)  the delivery of previously owned Common Shares;

                    (d)  by a reduction in the number of Common Shares otherwise
                         deliverable pursuant to the Award;

                    (e)  subject to such procedures as the Administrator may
                         adopt, pursuant to a "cashless exercise"; or

                    (f)  if authorized by the Administrator or specified in the
                         applicable Award Agreement, by a promissory note of the
                         Participant consistent with the requirements of Section
                         5.3.3.

                    In no event shall any shares newly-issued by the Company be
                    issued for less than the minimum lawful consideration for
                    such shares or for consideration other than consideration
                    permitted by applicable law. In the event that the
                    Administrator allows a Participant to exercise an Award by
                    delivering Common Shares previously owned by such
                    Participant and unless otherwise expressly provided by the
                    Administrator, any shares delivered which were initially
                    acquired by the Participant from the Company (upon exercise
                    of an option or otherwise) must have been owned by the
                    Participant at least six months as of the date of delivery.
                    Common Shares used to satisfy the exercise price of an
                    Option (whether previously-owned shares or shares otherwise
                    deliverable pursuant to the terms of the Option) shall be
                    valued at their Fair Market Value on the date of exercise.
                    Unless otherwise expressly provided in the applicable Award
                    Agreement, the Administrator may eliminate or limit a
                    Participant's ability to pay the purchase or exercise price
                    of any Award by any method other than cash payment to the
                    Company. The Administrator may take all actions necessary to
                    alter the method of Option exercise and the exchange and
                    transmittal of proceeds with respect to Participants
                    resident in the People's Republic of China ("PRC") not
                    having permanent residence in a country other than the PRC
                    in order to comply with applicable PRC foreign exchange and
                    tax regulations.

          5.3.3     Acceptance of Notes to Finance Exercise. The Company may,
                    with the Administrator's approval in each specific case,
                    accept one or more promissory notes from any Eligible Person
                    in connection with the exercise of any Option; provided that
                    any such note shall be subject to the following terms and
                    conditions:

                    (a)  The principal of the note shall not exceed the amount
                         required to be paid to the Company upon the exercise,
                         purchase or acquisition of one or more Awards under
                         this Plan and the note shall be delivered directly to
                         the Company in consideration of such exercise, purchase
                         or acquisition.

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                    (b)  The initial term of the note shall be determined by the
                         Administrator; provided that the term of the note,
                         including extensions, shall not exceed a period of five
                         years.

                    (c)  The note shall provide for full recourse to the
                         Participant and shall bear interest at a rate
                         determined by the Administrator, but not less than the
                         interest rate necessary to avoid the imputation of
                         interest under the Code and to avoid any adverse
                         accounting consequences in connection with the
                         exercise, purchase or acquisition.

                    (d)  If the employment or services of the Participant by or
                         to the Company and its Affiliates terminates, the
                         unpaid principal balance of the note shall become due
                         and payable on the 30th business day after such
                         termination; provided, however, that if a sale of the
                         shares acquired on exercise of the Option would cause
                         such Participant to incur liability under Section 16(b)
                         of the Exchange Act, the unpaid balance shall become
                         due and payable on the 10th business day after the
                         first day on which a sale of such shares could have
                         been made without incurring such liability assuming for
                         these purposes that there are no other transactions (or
                         deemed transactions) in securities of the Company by
                         the Participant subsequent to such termination.

                    (e)  If required by the Administrator or by applicable law,
                         the note shall be secured by a pledge of any shares or
                         rights financed thereby or other collateral, in
                         compliance with applicable law.

                    The terms, repayment provisions, and collateral release
                    provisions of the note and the pledge securing the note
                    shall conform with all applicable rules and regulations,
                    including those of the Federal Reserve Board of the United
                    States and any applicable law, as then in effect.

     5.4  VESTING; TERM; EXERCISE PROCEDURE.

          5.4.1     Vesting. Except as provided in Section 5.9, an Option may be
                    exercised only to the extent that it is vested and
                    exercisable. The Administrator will determine the vesting
                    and/or exercisability provisions of each Option (which may
                    be based on performance criteria, passage of time or other
                    factors or any combination thereof), which provisions will
                    be set forth in the applicable Award Agreement. Unless the
                    Administrator otherwise expressly provides, once exercisable
                    an Option will remain exercisable until the expiration or
                    earlier termination of the Option. To the extent required to
                    satisfy applicable securities laws and subject to Section
                    5.7, no Option (except an Option granted to an officer,
                    director, or consultant of the Company or any of its
                    Affiliates) shall vest and become exercisable at a rate of
                    less than 20% per year over five years after the date the
                    Option is granted.

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          5.4.2     Term. Each Option shall expire not more than 10 years after
                    its date of grant. Each Option will be subject to earlier
                    termination as provided in or pursuant to Sections 5.7 and
                    7.3. Any payment of cash or delivery of shares in payment of
                    or pursuant to an Option may be delayed until a future date
                    if specifically authorized by the Administrator in writing
                    and by the Participant.

          5.4.3     Exercise Procedure. Any exercisable Option will be deemed to
                    be exercised when the Company receives written notice of
                    such exercise from the Participant (on a form and in such
                    manner as may be required by the Administrator), together
                    with any required payment made in accordance with Section
                    5.3 and Section 7.6 and any written statement required
                    pursuant to Section 7.5.1.

          5.4.4     Fractional Shares/Minimum Issue. Fractional share interests
                    will be disregarded, but may be accumulated. The
                    Administrator, however, may determine that cash, other
                    securities, or other property will be paid or transferred in
                    lieu of any fractional share interests. No fewer than 100
                    shares (subject to adjustment pursuant to Section 7.3.1) may
                    be purchased on exercise of any Option at one time unless
                    the number purchased is the total number at the time
                    available for purchase under the Option.

     5.5  LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS.

          5.5.1     US$100,000 Limit. To the extent that the aggregate Fair
                    Market Value of shares with respect to which incentive stock
                    options first become exercisable by a Participant in any
                    calendar year exceeds US$100,000, taking into account both
                    Common Shares subject to Incentive Stock Options under this
                    Plan and shares subject to incentive stock options under all
                    other plans of the Company or any of its Affiliates, such
                    options will be treated as nonqualified options. For this
                    purpose, the Fair Market Value of the shares subject to
                    options will be determined as of the date the options were
                    awarded. In reducing the number of options treated as
                    incentive stock options to meet the US$100,000 limit, the
                    most recently granted options will be reduced
                    (recharacterized as nonqualified options) first. To the
                    extent a reduction of simultaneously granted options is
                    necessary to meet the US$100,000 limit, the Administrator
                    may, in the manner and to the extent permitted by law,
                    designate which Common Shares are to be treated as shares
                    acquired pursuant to the exercise of an incentive stock
                    option.

          5.5.2     Other Code Limits. Incentive Stock Options may only be
                    granted to individuals that are employees of the Company or
                    one of its Affiliates and satisfy the other eligibility
                    requirements of the Code. Any Award Agreement relating to
                    Incentive Stock Options will contain or shall be deemed to
                    contain such other terms and conditions as from time to time

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                    are required in order that the Option be an "incentive stock
                    option" as that term is defined in Section 422 of the Code.

          5.5.3     ISO Notice of Sale Requirement. Any Participant who
                    exercises an Incentive Stock Option shall give prompt
                    written notice to the Company of any sale or other transfer
                    of the Common Shares acquired on such exercise if the sale
                    or other transfer occurs within (a) one year after the
                    exercise date of the Option, or (b) two years after the
                    grant date of the Option.

     5.6  LIMITS ON 10% HOLDERS. No Incentive Stock Option may be granted to any
          person who, at the time the Incentive Stock Option is granted, owns
          (or is deemed to own under Section 424(d) of the Code) outstanding
          shares of the Company (or any of its Affiliates) possessing more than
          10% of the total combined voting power of all classes of shares of the
          Company (or any of its Affiliates), unless the exercise price of such
          Incentive Stock Option is at least 110% of the Fair Market Value of
          the shares subject to the Incentive Stock Option and such Incentive
          Stock Option by its terms is not exercisable after the expiration of
          five years from the date such Incentive Stock Option is granted.

     5.7  EFFECTS OF TERMINATION OF EMPLOYMENT ON OPTIONS.

          5.7.1     Dismissal for Cause. Unless otherwise provided in the Award
                    Agreement and subject to earlier termination pursuant to or
                    as contemplated by Section 5.4.2 or 7.3, if a Participant's
                    employment by or service to the Company or any of its
                    Affiliates is terminated by such entity for Cause, the
                    Participant's Option will terminate on the Participant's
                    Severance Date, whether or not the Option is then vested
                    and/or exercisable.

          5.7.2     Death or Disability. Unless otherwise provided in the Award
                    Agreement (consistent with applicable securities laws) and
                    subject to earlier termination pursuant to or as
                    contemplated by Section 5.4.2 or 7.3, if a Participant's
                    employment by or service to the Company or any of its
                    Affiliates terminates as a result of the Participant's death
                    or Total Disability:

                    (a)  the Participant (or his or her Personal Representative
                         or Beneficiary, in the case of the Participant's Total
                         Disability or death, respectively), will have until the
                         date that is 12 months after the Participant's
                         Severance Date to exercise the Participant's Option (or
                         portion thereof) to the extent that it was vested and
                         exercisable on the Severance Date;

                    (b)  the Option, to the extent not vested and exercisable on
                         the Participant's Severance Date, shall terminate on
                         the Severance Date; and

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                    (c)  the Option, to the extent exercisable for the 12-month
                         period following the Participant's Severance Date and
                         not exercised during such period, shall terminate at
                         the close of business on the last day of the 12-month
                         period.

          5.7.3     Other Terminations of Employment. Unless otherwise provided
                    in the Award Agreement (consistent with applicable
                    securities laws) and subject to earlier termination pursuant
                    to or as contemplated by Section 5.4.2 or 7.3, if a
                    Participant's employment by or service to the Company or any
                    of its Affiliates terminates for any reason other than a
                    termination by such entity for Cause or because of the
                    Participant's death or Total Disability:

                    (a)  the Participant will have until the date that is 90
                         days after the Participant's Severance Date to exercise
                         his or her Option (or portion thereof) to the extent
                         that it was vested and exercisable on the Severance
                         Date;

                    (b)  the Option, to the extent not vested and exercisable on
                         the Participant's Severance Date, shall terminate on
                         the Severance Date; and

                    (c)  the Option, to the extent exercisable for the 90-day
                         period following the Participant's Severance Date and
                         not exercised during such period, shall terminate at
                         the close of business on the last day of the 90-day
                         period.

     5.8  OPTION REPRICING/CANCELLATION AND REGRANT/WAIVER OF RESTRICTIONS.
          Subject to Section 4 and Section 7.7 and the specific limitations on
          Options contained in this Plan, the Administrator from time to time
          may authorize, generally or in specific cases only, for the benefit of
          any Eligible Person, any adjustment in the exercise price, the vesting
          schedule, the number of shares subject to, or the term of, an Option
          granted under this Plan by cancellation of an outstanding Option and a
          subsequent regranting of the Option, by amendment, by substitution of
          an outstanding Option, by waiver or by other legally valid means. Such
          amendment or other action may result in, among other changes, an
          exercise price that is higher or lower than the exercise price of the
          original or prior Option, provide for a greater or lesser number of
          Common Shares subject to the Option, or provide for a longer or
          shorter vesting or exercise period.

     5.9  EARLY EXERCISE OPTIONS. The Administrator may, in its discretion,
          designate any Option as an Early Exercise Option which, by express
          provision in the applicable Award Agreement, may be exercised prior to
          the date such Option has vested. If the Participant elects to exercise
          all or a portion of an Early Exercise Option before it is vested, the
          Common Shares acquired under the Option which are attributable to the
          unvested portion of the Option shall be Restricted Shares. The
          applicable Award Agreement will specify the extent (if any) to which
          and the time (if ever) at which the Participant will be entitled to
          dividends, voting

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          and other rights in respect of such Restricted Shares prior to
          vesting, and the restrictions imposed on such shares and the
          conditions of release or lapse of such restrictions. Unless otherwise
          expressly provided in the applicable Award Agreement, such Restricted
          Shares shall be subject to the provisions of Sections 6.6 through 6.9,
          below.

6.   SHARE AWARD PROGRAM.

     6.1  SHARE AWARDS IN GENERAL. Each Share Award shall be evidenced by an
          Award Agreement in the form approved by the Administrator. The Award
          Agreement evidencing a Share Award shall contain the terms established
          by the Administrator for that Share Award, as well as any other terms,
          provisions, or restrictions that the Administrator may impose on the
          Share Award; in each case subject to the applicable provisions and
          limitations of this Section 6 and the other applicable provisions and
          limitations of this Plan. The Administrator may require that the
          recipient of a Share Award promptly execute and return to the Company
          his or her Award Agreement evidencing the Share Award. In addition,
          the Administrator may require that the spouse of any married recipient
          of a Share Award also promptly execute and return to the Company the
          Award Agreement evidencing the Share Award granted to the recipient or
          such other spousal consent form that the Administrator may require in
          connection with the grant of the Share Award.

     6.2  TYPES OF SHARE AWARDS. The Administrator shall designate whether a
          Share Award shall be a Restricted Share Award, and such designation
          shall be set forth in the applicable Award Agreement.

     6.3  PURCHASE PRICE.

          6.3.1     Pricing Limits. Subject to the following provisions of this
                    Section 6.3, the Administrator will determine the purchase
                    price per share of the Common Shares covered by each Share
                    Award at the time of grant of the Award. In no case will
                    such purchase price be less than the greater of:

                    (a)  the nominal value of the Common Shares;

                    (b)  85% of the Fair Market Value of the Common Shares on
                         the date of grant, or at the time the purchase is
                         consummated; or

                    (c)  100% of the Fair Market Value of the Common Shares on
                         the date of grant, or at the time the purchase is
                         consummated, in the case of any person who owns shares
                         possessing more than 10% of the total combined voting
                         power of all classes of shares of the Company or one of
                         its Affiliates.

          6.3.2     Payment Provisions. The Company will not be obligated to
                    record in the Company's register of members, or issue
                    certificates evidencing, Common Shares awarded under this
                    Section 6 unless and until it receives full

                                       12
<PAGE>

                    payment of the purchase price therefor and all other
                    conditions to the purchase, as determined by the
                    Administrator, have been satisfied, at which point the
                    relevant shares shall be issued and noted in the Company's
                    register of members. The purchase price of any shares
                    subject to a Share Award must be paid in full at the time of
                    the purchase in such lawful consideration as may be
                    permitted or required by the Administrator, which may
                    include, without limitation, one or a combination of the
                    methods set forth in clauses (a) through (f) in Section
                    5.3.2 and/or past services rendered to the Company or any of
                    its Affiliates.

     6.4  VESTING. The restrictions imposed on the Common Shares subject to a
          Restricted Share Award (which may be based on performance criteria,
          passage of time or other factors or any combination thereof) will be
          set forth in the applicable Award Agreement. To the extent required to
          satisfy applicable securities laws, the restrictions imposed on the
          Common Shares subject to a Restricted Share Award (other than an Award
          granted to an officer, director, or consultant of the Company or any
          of its Affiliates, which may include more restrictive provisions)
          shall lapse as to such shares, subject to Section 6.8, at a rate of at
          least 20% of the shares subject to the Award per year over the five
          years after the date the Award is granted.

     6.5  TERM. A Share Award shall either vest or be repurchased by the Company
          not more than 10 years after the date of grant. Each Share Award will
          be subject to earlier repurchase as provided in or pursuant to
          Sections 6.8 and 7.3. Any payment of cash or delivery of shares in
          payment for a Share Award may be delayed until a future date if
          specifically authorized by the Administrator in writing and by the
          Participant.

     6.6  SHARE CERTIFICATES; FRACTIONAL SHARES. Share certificates evidencing
          Restricted Shares will bear a legend making appropriate reference to
          the restrictions imposed hereunder and will be held by the Company or
          by a third party designated by the Administrator until the
          restrictions on such shares have lapsed, the shares have vested in
          accordance with the provisions of the Award Agreement and Section 6.4,
          and any related loan has been repaid. Fractional share interests will
          be disregarded, but may be accumulated. The Administrator, however,
          may determine that cash, other securities, or other property will be
          paid or transferred in lieu of any fractional share interests.

     6.7  DIVIDEND AND VOTING RIGHTS. Unless otherwise provided in the
          applicable Award Agreement, a Participant holding Restricted Shares
          will be entitled to cash dividend and voting rights for all Restricted
          Shares issued even though they are not vested, but such rights will
          terminate immediately as to any Restricted Shares which are
          repurchased by the Company.

     6.8  TERMINATION OF EMPLOYMENT; RETURN TO THE COMPANY. Unless the
          Administrator otherwise expressly provides, Restricted Shares subject
          to an Award that remain subject to vesting conditions that have not
          been satisfied by the time specified in

                                       13
<PAGE>

          the applicable Award Agreement (which may include, without limitation,
          the Participant's Severance Date), will not vest and will be
          reacquired by the Company in such manner and on such terms as the
          Administrator provides, which terms shall include return or repayment
          of the lower of (a) the Fair Market Value of the Restricted Shares at
          the time of the termination, or (b) the original purchase price of the
          Restricted Shares, without interest, to the Participant to the extent
          not prohibited by law. The Award Agreement shall specify any other
          terms or conditions of the repurchase if the Award fails to vest.

     6.9  WAIVER OF RESTRICTIONS. Subject to Sections 4 and 7.7 and the specific
          limitations on Share Awards contained in this Plan, the Administrator
          from time to time may authorize, generally or in specific cases only,
          for the benefit of any Eligible Person, any adjustment in the vesting
          schedule, or the restrictions upon or the term of, a Share Award
          granted under this Plan by amendment, by substitution of an
          outstanding Share Award, by waiver or by other legally valid means.

7.   PROVISIONS APPLICABLE TO ALL AWARDS.

     7.1  RIGHTS OF ELIGIBLE PERSONS, PARTICIPANTS AND BENEFICIARIES.

          7.1.1     Employment Status. No person shall have any claim or rights
                    to be granted an Award (or additional Awards, as the case
                    may be) under this Plan, subject to any express contractual
                    rights (set forth in a document other than this Plan) to the
                    contrary.

          7.1.2     No Employment/Service Contract. Nothing contained in this
                    Plan (or in any other documents under this Plan or related
                    to any Award) shall confer upon any Eligible Person or
                    Participant any right to continue in the employ or other
                    service of the Company or any of its Affiliates, constitute
                    any contract or agreement of employment or other service or
                    affect an employee's status as an employee at will, nor
                    shall interfere in any way with the right of the Company or
                    any Affiliate to change such person's compensation or other
                    benefits, or to terminate his or her employment or other
                    service, with or without cause at any time. Nothing in this
                    Section 7.1.2, or in Section 7.3 or 7.15, however, is
                    intended to adversely affect any express independent right
                    of such person under a separate employment or service
                    contract. An Award Agreement shall not constitute a contract
                    of employment or service.

          7.1.3     Plan Not Funded. Awards payable under this Plan will be
                    payable in Common Shares or from the general assets of the
                    Company, and (except as to the share reservation provided in
                    Section 4.4) no special or separate reserve, fund or deposit
                    will be made to assure payment of such Awards. No
                    Participant, Beneficiary or other person will have any
                    right, title or interest in any fund or in any specific
                    asset (including Common Shares, except as expressly
                    provided) of the Company or any of its Affiliates by reason
                    of any Award hereunder. Neither the provisions of this Plan
                    (or of

                                       14
<PAGE>

                    any related documents), nor the creation or adoption of this
                    Plan, nor any action taken pursuant to the provisions of
                    this Plan will create, or be construed to create, a trust of
                    any kind or a fiduciary relationship between the Company or
                    any of its Affiliates and any Participant, Beneficiary or
                    other person. To the extent that a Participant, Beneficiary
                    or other person acquires a right to receive payment pursuant
                    to any Award hereunder, such right will be no greater than
                    the right of any unsecured general creditor of the Company.

          7.1.4     Charter Documents. The Memorandum and Articles of
                    Association of the Company, as may lawfully be amended from
                    time to time, may provide for additional restrictions and
                    limitations with respect to the Common Shares (including
                    additional restrictions and limitations on the voting or
                    transfer of Common Shares) or priorities, rights and
                    preferences as to securities and interests prior in rights
                    to the Common Shares. To the extent that these restrictions
                    and limitations are greater than those set forth in this
                    Plan or any Award Agreement, such restrictions and
                    limitations shall apply to any Common Shares acquired
                    pursuant to the exercise of Awards and are incorporated
                    herein by this reference.

     7.2  NO TRANSFERABILITY; LIMITED EXCEPTION TO TRANSFER RESTRICTIONS.

          7.2.1     Limit On Exercise and Transfer. Unless otherwise expressly
                    provided in (or pursuant to) this Section 7.2, by applicable
                    law and by the Award Agreement, as the same may be amended:

                    (a)  all Awards are non-transferable and will not be subject
                         in any manner to sale, transfer, anticipation,
                         alienation, assignment, pledge, encumbrance or charge;

                    (b)  Awards will be exercised only by the Participant; and

                    (c)  amounts payable or shares issuable pursuant to an Award
                         will be delivered only to (or for the account of), and,
                         in the case of Common Shares, registered in the name
                         of, the Participant.

                    In addition, the shares shall be subject to the restrictions
                    set forth in the applicable Award Agreement.

          7.2.2     Further Exceptions to Limits On Transfer. The exercise and
                    transfer restrictions in Section 7.2.1 will not apply to:

                    (a)  transfers to the Company;

                    (b)  transfers by gift to "immediate family" as that term is
                         defined in SEC Rule 16a-1(e) promulgated under the
                         Exchange Act;

                                       15
<PAGE>

                    (c)  the designation of a Beneficiary to receive benefits if
                         the Participant dies or, if the Participant has died,
                         transfers to or exercises by the Participant's
                         Beneficiary, or, in the absence of a validly designated
                         Beneficiary, transfers by will or the laws of descent
                         and distribution; or

                    (d)  if the Participant has suffered a disability, permitted
                         transfers or exercises on behalf of the Participant by
                         the Participant's duly authorized legal representative.

                    Notwithstanding anything else in this Section 7.2.2 to the
                    contrary, but subject to compliance with all applicable
                    laws, Incentive Stock Options and Restricted Share Awards
                    will be subject to any and all transfer restrictions under
                    the Code applicable to such awards or necessary to maintain
                    the intended tax consequences of such Awards.
                    Notwithstanding clause (b) above but subject to compliance
                    with all applicable laws, any contemplated transfer by gift
                    to "immediate family" as referenced in clause (b) above is
                    subject to the condition precedent that the transfer be
                    approved by the Administrator in order for it to be
                    effective.

     7.3  ADJUSTMENTS; CHANGES IN CONTROL.

          7.3.1     Adjustments. Upon or in contemplation of any
                    reclassification, recapitalization, share split (including a
                    share split in the form of a share dividend) or reverse
                    share split ("share split"); any merger, amalgamation,
                    combination, consolidation or other reorganization; any
                    split-up, spin-off, or similar extraordinary dividend
                    distribution in respect of the Common Shares (whether in the
                    form of securities or property); any exchange of Common
                    Shares or other securities of the Company, or any similar,
                    unusual or extraordinary corporate transaction in respect of
                    the Common Shares; or a sale of substantially all the assets
                    of the Company as an entirety; then the Administrator shall,
                    in such manner, to such extent (if any) and at such time as
                    it deems appropriate and equitable in the circumstances:

                    (a)  proportionately adjust any or all of (1) the number of
                         Common Shares or the number and type of other
                         securities that thereafter may be made the subject of
                         Awards (including the specific share limits, maxima and
                         numbers of shares set forth elsewhere in this Plan),
                         (2) the number, amount and type of Common Shares (or
                         other securities or property) subject to any or all
                         outstanding Awards, (3) the grant, purchase, or
                         exercise price of any or all outstanding Awards, or (4)
                         the securities, cash or other property deliverable upon
                         exercise or vesting of any outstanding Awards, or

                    (b)  make provision for a settlement by a cash payment or
                         for the assumption, substitution or exchange of any or
                         all outstanding

                                       16
<PAGE>
                         Awards (or the cash, securities or other property
                         deliverable to the holder(s) of any or all outstanding
                         Awards) based upon the distribution or consideration
                         payable to holders of the Common Shares upon or in
                         respect of such event.

                    The Administrator may adopt such valuation methodologies for
                    outstanding Awards as it deems reasonable in the event of a
                    cash, securities or other property settlement. In the case
                    of Options, but without limitation on other methodologies,
                    the Administrator may base such settlement solely upon the
                    excess (if any) of the amount payable upon or in respect of
                    such event over the exercise price of the Option to the
                    extent of the then vested and exercisable shares subject to
                    the Option.

                    The Administrator may make adjustments to and/or accelerate
                    the exercisability of Options in a manner that disqualifies
                    the Options as Incentive Stock Options without the written
                    consent of the Option holders affected thereby.

                    In any of such events, the Administrator may take such
                    action prior to such event to the extent that the
                    Administrator deems the action necessary to permit the
                    Participant to realize the benefits intended to be conveyed
                    with respect to the underlying shares in the same manner as
                    is or will be available to shareholders generally.

                    Any adjustment by the Administrator pursuant to this Section
                    7.3.1 shall be final, binding, and conclusive. Unless
                    otherwise expressly provided by the Administrator, in no
                    event shall a conversion of one or more outstanding shares
                    of the Company's preferred shares (if any) or any new
                    issuance of securities by the Company for consideration be
                    deemed, in and of itself, to require an adjustment pursuant
                    to this Section 7.3.1.

                    In the case of any event described in the first paragraph of
                    this Section 7.3.1, if no action is formally taken by the
                    Administrator in the circumstances with respect to
                    then-outstanding Awards, the proportionate adjustments
                    contemplated by clause (a) above shall nevertheless be
                    deemed to have been made with respect to the Awards
                    outstanding at the time of such event in order to preserve
                    the intended level of incentives.

          7.3.2     Consequences of a Change in Control Event. Subject to
                    Sections 7.3.4 through 7.3.6, upon (or, as may be necessary
                    to effectuate the purposes of this acceleration, immediately
                    prior to) the occurrence of a Change in Control Event:

                    (a)  each Option will become immediately vested and
                         exercisable, and

                    (b)  Restricted Shares will immediately vest free of
                         forfeiture restrictions and/or restrictions giving the
                         Company the right to repurchase the shares at their
                         original purchase price;

                                       17
<PAGE>

                    provided, however, that such acceleration provision shall
                    not apply, unless otherwise expressly provided by the
                    Administrator, with respect to any Award to the extent that
                    the Administrator has made a provision for the substitution,
                    assumption, exchange or other continuation or settlement of
                    the Award, or the Award would otherwise continue in
                    accordance with its terms, in the circumstances.

                    The foregoing Change in Control Event provisions shall not
                    in any way limit the authority of the Administrator to
                    accelerate the vesting of one or more Awards in such
                    circumstances (including, but not limited to, a Change in
                    Control Event) as the Administrator may determine to be
                    appropriate, regardless of whether accelerated vesting of
                    all or a portion of the Award(s) is otherwise required or
                    contemplated by the foregoing in the circumstances.

          7.3.3     Early Termination of Awards. Any Award, the vesting of which
                    has been accelerated to the extent required in the
                    circumstances as contemplated by Section 7.3.2 (or would
                    have been so accelerated but for Section 7.3.4 or 7.3.6),
                    shall terminate upon the related Change in Control Event,
                    subject to any provision that has been expressly made by the
                    Administrator, through a plan of reorganization or
                    otherwise, for the survival, substitution, assumption,
                    exchange or other continuation or settlement of such Award
                    and provided that, in the case of Options that will not
                    survive or be substituted for, assumed, exchanged, or
                    otherwise continued or settled in the Change in Control
                    Event, the holder of such Award shall be given reasonable
                    advance notice of the impending termination and a reasonable
                    opportunity to exercise his or her outstanding Options in
                    accordance with their terms before the termination of such
                    Awards (except that in no case shall more than ten days'
                    notice of accelerated vesting and the impending termination
                    be required and any acceleration may be made contingent upon
                    the actual occurrence of the event). For purposes of this
                    Section 7.3, an Award shall be deemed to have been "assumed"
                    if (without limiting other circumstances in which an Award
                    is assumed) the Award continues after the Change in Control
                    Event, and/or is assumed and continued by a Parent (as such
                    term is defined in the definition of Change in Control
                    Event) following a Change in Control Event, and confers the
                    right to purchase or receive, as applicable and subject to
                    vesting and the other terms and conditions of the Award, for
                    each Common Share subject to the Award immediately prior to
                    the Change in Control Event, the consideration (whether
                    cash, shares, or other securities or property) received in
                    the Change in Control Event by the shareholders of Company
                    for each Common Share sold or exchanged in such transaction
                    (or the consideration received by a majority of the
                    shareholders participating in such transaction if the
                    shareholders were offered a choice of consideration);
                    provided, however, that if the consideration offered for a
                    Common Share in the transaction is not solely the ordinary
                    or common shares of a successor Company or a Parent, the
                    Board may provide for the

                                       18
<PAGE>

                    consideration to be received upon exercise or payment of the
                    Award, for each share subject to the Award, to be solely
                    ordinary or common shares (as applicable) of the successor
                    Company or a Parent equal in Fair Market Value to the per
                    share consideration received by the shareholders
                    participating in the Change in Control Event.

          7.3.4     Other Acceleration Rules. Any acceleration of Awards
                    pursuant to this Section 7.3 shall comply with applicable
                    legal requirements and, if necessary to accomplish the
                    purposes of the acceleration or if the circumstances
                    require, may be deemed by the Administrator to occur a
                    limited period of time not greater than 30 days before the
                    event that triggered such acceleration. Without limiting the
                    generality of the foregoing, the Administrator may deem an
                    acceleration to occur immediately prior to the applicable
                    event and/or reinstate the original terms of an Award if an
                    event giving rise to an acceleration does not occur. The
                    Administrator may override the provisions of this Section
                    7.3 as to any Award by express provision in the applicable
                    Award Agreement and may accord any Participant a right to
                    refuse any acceleration, whether pursuant to the Award
                    Agreement or otherwise, in such circumstances as the
                    Administrator may approve. The portion of any Incentive
                    Stock Option accelerated in connection with a Change in
                    Control Event or any other action permitted hereunder shall
                    remain exercisable as an Incentive Stock Option only to the
                    extent the applicable US$100,000 limitation on Incentive
                    Stock Options is not exceeded. To the extent exceeded, the
                    accelerated portion of the Option shall be exercisable as a
                    Nonqualified Option.

          7.3.5     Possible Rescission of Acceleration. If the vesting of an
                    Award has been accelerated expressly in anticipation of an
                    event or upon shareholder approval of an event and the
                    Administrator later determines that the event will not
                    occur, the Administrator may rescind the effect of the
                    acceleration as to any then outstanding and unexercised or
                    otherwise unvested Awards.

          7.3.6     Golden Parachute Limitation. Notwithstanding anything else
                    contained in this Section 7.3 to the contrary, in no event
                    shall an Award be accelerated under this Section 7.3 to an
                    extent or in a manner which would not be fully deductible by
                    the Company or one of its Affiliates for federal income tax
                    purposes because of Section 280G of the Code, nor shall any
                    payment hereunder be accelerated to the extent any portion
                    of such accelerated payment would not be deductible by the
                    Company or one of its Affiliates because of Section 280G of
                    the Code. If a holder of an Award would be entitled to
                    benefits or payments hereunder and under any other plan or
                    program that would constitute "parachute payments" as
                    defined in Section 280G of the Code, then the holder may by
                    written notice to the Company designate the order in which
                    such parachute payments will be reduced or modified so that
                    the Company or one of its Affiliates is not denied federal
                    income tax deductions for any "parachute payments" because
                    of Section

                                       19
<PAGE>

                    280G of the Code. Notwithstanding the foregoing, if a
                    Participant is a party to an employment or other agreement
                    with the Company or one of its Affiliates, or is a
                    participant in a severance program sponsored by the Company
                    or one of its Affiliates that contains express provisions
                    regarding Section 280G and/or Section 4999 of the Code (or
                    any similar successor provision), the Section 280G and/or
                    Section 4999 provisions of such employment or other
                    agreement or plan, as applicable, shall control as to any
                    Awards held by that Participant (for example, and without
                    limitation, a Participant may be a party to an employment
                    agreement with the Company or one of its Affiliates that
                    provides for a "gross-up" as opposed to a "cut-back" in the
                    event that the Section 280G thresholds are reached or
                    exceeded in connection with a change in control and, in such
                    event, the Section 280G and/or Section 4999 provisions of
                    such employment agreement shall control as to any Awards
                    held by that Participant).

     7.4  TERMINATION OF EMPLOYMENT OR SERVICES.

          7.4.1     Events Not Deemed a Termination of Employment. Unless the
                    Administrator otherwise expressly provides with respect to a
                    particular Award, if a Participant's employment by or
                    service to the Company or an Affiliate terminates but
                    immediately thereafter the Participant continues in the
                    employ of or service to another Affiliate or the Company, as
                    applicable, the Participant shall be deemed to have not had
                    a termination of employment or service for purposes of this
                    Plan and the Participant's Awards. Unless the express policy
                    of the Company or the Administrator otherwise provides, a
                    Participant's employment relationship with the Company or
                    any of its Affiliates shall not be considered terminated
                    solely due to any sick leave, military leave, or any other
                    leave of absence authorized by the Company or any Affiliate
                    or the Administrator; provided that, unless reemployment
                    upon the expiration of such leave is guaranteed by contract
                    or law, such leave is for a period of not more than 90 days.
                    In the case of any Participant on an approved leave of
                    absence, continued vesting of the Award while on leave from
                    the employ of or service with the Company or any of its
                    Affiliates will be suspended until the Participant returns
                    to service, unless the Administrator otherwise provides or
                    applicable law otherwise requires. In no event shall an
                    Award be exercised after the expiration of the term of the
                    Award set forth in the Award Agreement.

          7.4.2     Effect of Change of Affiliate Status. For purposes of this
                    Plan and any Award, if an entity ceases to be an Affiliate,
                    a termination of employment or service will be deemed to
                    have occurred with respect to each Eligible Person in
                    respect of such Affiliate who does not continue as an
                    Eligible Person in respect of another Affiliate that
                    continues as such after giving effect to the transaction or
                    other event giving rise to the change in status.

                                       20
<PAGE>

          7.4.3     Administrator Discretion. Notwithstanding the provisions of
                    Section 5.7 or 6.8, in the event of, or in anticipation of,
                    a termination of employment or service with the Company or
                    any of its Affiliates for any reason, the Administrator may
                    accelerate the vesting and exercisability of all or a
                    portion of the Participant's Award, and/or, subject to the
                    provisions of Sections 5.4.2 and 7.3, extend the
                    exercisability period of the Participant's Option upon such
                    terms as the Administrator determines and expressly sets
                    forth in or by amendment to the Award Agreement.

          7.4.4     Termination of Consulting or Affiliate Services. If the
                    Participant is an Eligible Person solely by reason of clause
                    (c) of Section 3, the Administrator shall be the sole judge
                    of whether the Participant continues to render services to
                    the Company or any of its Affiliates, unless a written
                    contract or the Award Agreement otherwise provides. If, in
                    these circumstances, the Company or any Affiliate notifies
                    the Participant in writing that a termination of the
                    Participant's services to the Company or any Affiliate has
                    occurred for purposes of this Plan, then (unless the
                    contract or the Award Agreement otherwise expressly
                    provides), the Participant's termination of services with
                    the Company or Affiliate for purposes of this Plan shall be
                    the date which is 10 days after the mailing of the notice by
                    the Company or Affiliate or, in the case of a termination
                    for Cause, the date of the mailing of the notice.

     7.5  COMPLIANCE WITH LAWS.

          7.5.1     General. This Plan, the granting and vesting of Awards under
                    this Plan, and the offer, issuance and delivery of Common
                    Shares, the acceptance of promissory notes and/or the
                    payment of money under this Plan or under Awards are subject
                    to compliance with all applicable federal and state laws,
                    applicable foreign laws, rules and regulations (including
                    but not limited to state and federal securities laws, and
                    federal margin requirements) and to such approvals by any
                    listing, regulatory or governmental authority as may, in the
                    opinion of counsel for the Company, be necessary or
                    advisable in connection therewith. The person acquiring any
                    securities under this Plan will, if requested by the
                    Company, provide such assurances and representations to the
                    Company as the Administrator may deem necessary or desirable
                    to assure compliance with all applicable legal and
                    accounting requirements.

          7.5.2     Compliance with Securities Laws. No Participant shall sell,
                    pledge or otherwise transfer Common Shares acquired pursuant
                    to an Award or any interest in such shares except in
                    accordance with the express terms of this Plan and the
                    applicable Award Agreement. Any attempted transfer in
                    violation of this Section 7.5 shall be void and of no
                    effect. Without in any way limiting the provisions set forth
                    above, no Participant shall make any disposition of all or
                    any portion of Common Shares acquired or to be

                                       21

<PAGE>

                    acquired pursuant to an Award, except in compliance with all
                    applicable federal and state securities laws and unless and
                    until:

                    (a)  there is then in effect a registration statement under
                         the Securities Act covering such proposed disposition
                         and such disposition is made in accordance with such
                         registration statement;

                    (b)  such disposition is made in accordance with Rule 144
                         under the Securities Act; or

                    (c)  such Participant notifies the Company of the proposed
                         disposition and furnishes the Company with a statement
                         of the circumstances surrounding the proposed
                         disposition, and, if requested by the Company,
                         furnishes to the Company an opinion of counsel
                         acceptable to the Company's counsel, that such
                         disposition will not require registration under the
                         Securities Act and will be in compliance with all
                         applicable state securities laws.

                    Notwithstanding anything else herein to the contrary,
                    neither the Company or any Affiliate has any obligation to
                    register the Common Shares or file any registration
                    statement under either federal or state securities laws, nor
                    does the Company or any Affiliate make any representation
                    concerning the likelihood of a public offering of the Common
                    Shares or any other securities of the Company or any
                    Affiliate.

          7.5.3     Share Legends. All certificates evidencing Common Shares
                    issued or delivered under this Plan shall bear the following
                    legends and/or any other appropriate or required legends
                    under applicable laws:

                    "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS
                    CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO
                    SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW
                    AND UNDER AGREEMENTS WITH THE COMPANY, INCLUDING
                    RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER
                    DISPOSITION."

                    "THE SHARES ARE SUBJECT TO THE COMPANY'S RIGHT OF FIRST
                    REFUSAL AND CALL RIGHTS TO REPURCHASE THE SHARES UNDER THE
                    COMPANY'S SHARE INCENTIVE PLAN AND AGREEMENTS WITH THE
                    COMPANY THEREUNDER, COPIES OF WHICH ARE AVAILABLE FOR REVIEW
                    AT THE OFFICE OF THE SECRETARY OF THE COMPANY."

                    "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                    OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                    ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER
                    THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH
                    SECURITIES WILL BE

                                       22

<PAGE>

                    PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS
                    IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN
                    ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF
                    COUNSEL TO THE COMPANY, REGISTRATION UNDER THE ACT IS
                    UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE
                    ACT AND WITH APPLICABLE STATE SECURITIES LAWS."

          7.5.4     Delivery of Financial Statements. The Company shall deliver
                    annually to Participants such financial statements of the
                    Company as are required to satisfy applicable securities
                    laws.

          7.5.5     Confidential Information. Any financial or other information
                    relating to the Company obtained by Participants in
                    connection with or as a result of this Plan or their Awards
                    shall be treated as confidential.

     7.6  TAX WITHHOLDING.

          7.6.1     Tax Withholding. Upon any exercise, vesting, or payment of
                    any Award or upon the disposition of Common Shares acquired
                    pursuant to the exercise of an Incentive Stock Option prior
                    to satisfaction of the holding period requirements of
                    Section 422 of the Code, the Company or any of its
                    Affiliates shall have the right at its option to:

                    (a)  require the Participant (or the Participant's Personal
                         Representative or Beneficiary, as the case may be) to
                         pay or provide for payment of at least the minimum
                         amount of any taxes which the Company or Affiliate may
                         be required to withhold with respect to such Award
                         event or payment;

                    (b)  deduct from any amount otherwise payable (in respect of
                         an Award or otherwise) in cash to the Participant (or
                         the Participant's Personal Representative or
                         Beneficiary, as the case may be) the minimum amount of
                         any taxes which the Company or Affiliate may be
                         required to withhold with respect to such Award event
                         or payment; or

                    (c)  reduce the number of Common Shares to be delivered by
                         (or otherwise reacquire shares held by the Participant
                         at least 6 months) the appropriate number of Common
                         Shares, valued at their then Fair Market Value, to
                         satisfy the minimum withholding obligation.

                    In any case where a tax is required to be withheld
                    (including taxes in the PRC where applicable) in connection
                    with the delivery of Common Shares under this Plan
                    (including the sale of Common Shares as may be required to
                    comply with foreign exchange rules in the PRC for
                    Participants resident in the PRC), the Administrator may in
                    its sole discretion (subject to

                                       23

<PAGE>

                    Section 7.5) grant (either at the time of the Award or
                    thereafter) to the Participant the right to elect, pursuant
                    to such rules and subject to such conditions as the
                    Administrator may establish, to have the Company reduce the
                    number of shares to be delivered by (or otherwise reacquire)
                    the appropriate number of shares, valued in a consistent
                    manner at their Fair Market Value or at the sales price in
                    accordance with authorized procedures for cashless
                    exercises, necessary to satisfy the minimum applicable
                    withholding obligation on exercise, vesting or payment. In
                    no event shall the shares withheld exceed the minimum whole
                    number of shares required for tax withholding under
                    applicable law. The Company may, with the Administrator's
                    approval, accept one or more promissory notes from any
                    Eligible Person in connection with taxes required to be
                    withheld upon the exercise, vesting or payment of any award
                    under this Plan; provided that any such note shall be
                    subject to terms and conditions established by the
                    Administrator and the requirements of applicable law.

          7.6.2     Tax Loans. If so provided in the Award Agreement or
                    otherwise authorized by the Administrator, the Company may,
                    to the extent permitted by law, authorize a loan to an
                    Eligible Person in the amount of any taxes that the Company
                    or any of its Affiliates may be required to withhold with
                    respect to Common Shares received (or disposed of, as the
                    case may be) pursuant to a transaction described in Section
                    7.6.1. Such a loan will be for a term and at a rate of
                    interest and pursuant to such other terms and conditions as
                    the Company may establish, subject to compliance with
                    applicable law. Such a loan need not otherwise comply with
                    the provisions of Section 5.3.3.

     7.7  PLAN AND AWARD AMENDMENTS, TERMINATION AND SUSPENSION.

          7.7.1     Board Authorization. The Board may, at any time, terminate
                    or, from time to time, amend, modify or suspend this Plan,
                    in whole or in part. No Awards may be granted during any
                    period that the Board suspends this Plan.

          7.7.2     Shareholder Approval. To the extent then required by
                    applicable law or any applicable listing agency or required
                    under Sections 162, 422 or 424 of the Code to preserve the
                    intended tax consequences of this Plan, or deemed necessary
                    or advisable by the Board, any amendment to this Plan shall
                    be subject to shareholder approval.

          7.7.3     Amendments to Awards. Without limiting any other express
                    authority of the Administrator under (but subject to) the
                    express limits of this Plan, the Administrator by agreement
                    or resolution may waive conditions of or limitations on
                    Awards to Participants that the Administrator in the prior
                    exercise of its discretion has imposed, without the consent
                    of a Participant, and (subject to the requirements of
                    Sections 2.2 and 7.7.4) may make other changes to the terms
                    and conditions of Awards.

                                       24

<PAGE>

          7.7.4     Limitations on Amendments to Plan and Awards. No amendment,
                    suspension or termination of this Plan or change of or
                    affecting any outstanding Award shall, without written
                    consent of the Participant, affect in any manner materially
                    adverse to the Participant any rights or benefits of the
                    Participant or obligations of the Company under any Award
                    granted under this Plan prior to the effective date of such
                    change. Changes, settlements and other actions contemplated
                    by Section 7.3 shall not be deemed to constitute changes or
                    amendments for purposes of this Section 7.7.

     7.8  PRIVILEGES OF SHARE OWNERSHIP. Except as otherwise expressly
          authorized by the Administrator or this Plan or in the Award
          Agreement, a Participant will not be entitled to any privilege of
          share ownership as to any Common Shares not actually delivered to and
          held of record by the Participant. No adjustment will be made for
          dividends or other rights as a shareholder for which a record date is
          prior to such date of delivery.

     7.9  SHARE-BASED AWARDS IN SUBSTITUTION FOR AWARDS GRANTED BY OTHER
          COMPANY. Awards may be granted to Eligible Persons in substitution for
          or in connection with an assumption of employee share options, share
          appreciation rights, restricted shares or other share-based awards
          granted by other entities to persons who are or who will become
          Eligible Persons in respect of the Company or one of its Affiliates,
          in connection with a distribution, merger, amalgamation or other
          reorganization by or with the granting entity or an affiliated entity,
          or the acquisition by the Company or one of its Affiliates, directly
          or indirectly, of all or a substantial part of the shares or assets of
          the employing entity. The Awards so granted need not comply with other
          specific terms of this Plan, provided the Awards reflect only
          adjustments giving effect to the assumption or substitution consistent
          with the conversion applicable to the Common Shares in the transaction
          and any change in the issuer of the security. Any shares that are
          delivered and any Awards that are granted by, or become obligations
          of, the Company, as a result of the assumption by the Company of, or
          in substitution for, outstanding awards previously granted by an
          acquired company (or previously granted by a predecessor employer (or
          direct or indirect parent thereof) in the case of persons that become
          employed by the Company or one of its Affiliates in connection with a
          business or asset acquisition or similar transaction) shall not be
          counted against the Share Limit or other limits on the number of
          shares available for issuance under this Plan.

     7.10 EFFECTIVE DATE OF THE PLAN. This Plan is effective upon the Effective
          Date, subject to approval by the shareholders of the Company within
          twelve months after the date the Board approves this Plan.

     7.11 TERM OF THE PLAN. Unless earlier terminated by the Board, this Plan
          will terminate at the close of business on the day before the 10th
          anniversary of the Effective Date. After the termination of this Plan
          either upon such stated expiration date or its earlier termination by
          the Board, no additional Awards may

                                       25

<PAGE>

          be granted under this Plan, but previously granted Awards (and the
          authority of the Administrator with respect thereto, including the
          authority to amend such Awards) shall remain outstanding in accordance
          with their applicable terms and conditions and the terms and
          conditions of this Plan.

     7.12 GOVERNING LAW/SEVERABILITY.

          7.12.1    Choice of Law. This Plan, the Awards, all documents
                    evidencing Awards and all other related documents will be
                    governed by, and construed in accordance with, the laws of
                    the British Virgin Islands.

          7.12.2    Severability. If it is determined that any provision of this
                    Plan or an Award Agreement is invalid and unenforceable, the
                    remaining provisions of this Plan and/or the Award
                    Agreement, as applicable, will continue in effect provided
                    that the essential economic terms of this Plan and the Award
                    can still be enforced.

     7.13 CAPTIONS. Captions and headings are given to the sections and
          subsections of this Plan solely as a convenience to facilitate
          reference. Such headings will not be deemed in any way material or
          relevant to the construction or interpretation of this Plan or any
          provision thereof.

     7.14 NON-EXCLUSIVITY OF PLAN. Nothing in this Plan will limit or be deemed
          to limit the authority of the Board or the Administrator to grant
          awards or authorize any other compensation, with or without reference
          to the Common Shares, under any other plan or authority.

     7.15 NO RESTRICTION ON CORPORATE POWERS. The existence of this Plan, the
          Award Agreements, and the Awards granted hereunder, shall not limit,
          affect or restrict in any way the right or power of the Board or the
          shareholders of the Company to make or authorize: (a) any adjustment,
          recapitalization, reorganization or other change in the Company's or
          any Affiliate's capital structure or its business; (b) any merger,
          amalgamation, consolidation or change in the ownership of the Company
          or any Affiliate; (c) any issue of bonds, debentures, capital,
          preferred or prior preference shares ahead of or affecting the
          Company's authorized shares or the rights thereof; (d) any dissolution
          or liquidation of the Company or any Affiliate; (e) any sale or
          transfer of all or any part of the Company or any Affiliate's assets
          or business; or (f) any other corporate act or proceeding by the
          Company or any Affiliate. No Participant, Beneficiary or any other
          person shall have any claim under any Award or Award Agreement against
          any member of the Board or the Administrator, or the Company or any
          employees, officers or agents of the Company or any Affiliate, as a
          result of any such action.

     7.16 OTHER COMPANY COMPENSATION OR BENEFIT PROGRAMS. Payments and other
          benefits received by a Participant under an Award made pursuant to
          this Plan shall not be deemed a part of a Participant's compensation
          for purposes of the determination of benefits under any other employee
          welfare or benefit plans or

                                       26

<PAGE>

          arrangements, if any, provided by the Company or any Affiliate, except
          where the Administrator or the Board expressly otherwise provides or
          authorizes in writing. Awards under this Plan may be made in addition
          to, in combination with, as alternatives to or in payment of grants,
          awards or commitments under any other plans or arrangements of the
          Company or any Affiliate.

8.   DEFINITIONS.

     "ADMINISTRATOR" has the meaning given to such term in Section 2.1.

     "AFFILIATE" means (a) any entity (other than the Company) in an unbroken
     chain of entities ending with the Company if, at the time of the
     determination, each of the entities other than the Company owns shares
     possessing fifty percent (50%) or more of the total combined voting power
     of all classes of shares in one of the other entities in such chain, or (b)
     any entity (other than the Company) in an unbroken chain of entities
     beginning with the Company if, at the time of the determination, each of
     the entities other than the last entity in the unbroken chain owns shares
     possessing fifty percent (50%) or more of the total combined voting power
     of all classes of shares in one of the other entities in such chain

     "AWARD" means an award of any Option or Share Award, or any combination
     thereof, whether alternative or cumulative, authorized by and granted under
     this Plan.

     "AWARD AGREEMENT" means any writing, approved by the Administrator, setting
     forth the terms of an Award that has been duly authorized and approved.

     "AWARD DATE" means the date upon which the Administrator took the action
     granting an Award or such later date as the Administrator designates as the
     Award Date at the time of the grant of the Award.

     "BENEFICIARY" means the person, persons, trust or trusts designated by a
     Participant, or, in the absence of a designation, entitled by will or the
     laws of descent and distribution, to receive the benefits specified in the
     Award Agreement and under this Plan if the Participant dies, and means the
     Participant's executor or administrator if no other Beneficiary is
     designated and able to act under the circumstances.

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

     "CAUSE" with respect to a Participant means (unless otherwise expressly
     provided in the applicable Award Agreement, or another applicable contract
     with the Participant that defines such term for purposes of determining the
     effect that a "for cause" termination has on the Participant's options
     and/or share awards) a termination of employment or service based upon a
     finding by the Company or any of its Affiliates, acting in good faith and
     based on its reasonable belief at the time, that the Participant:

     (a)  has been negligent in the discharge of his or her duties to the
          Company or any Affiliate, has refused to perform stated or assigned
          duties or is incompetent in or

                                       27

<PAGE>

          (other than by reason of a disability or analogous condition)
          incapable of performing those duties;

     (b)  has been dishonest or committed or engaged in an act of theft,
          embezzlement or fraud, a breach of confidentiality, an unauthorized
          disclosure or use of inside information, customer lists, trade secrets
          or other confidential information;

     (c)  has breached a fiduciary duty, or willfully and materially violated
          any other duty, law, rule, regulation or policy of the Company or any
          of its Affiliates; or has been convicted of, or plead guilty or nolo
          contendere to, a felony or misdemeanor (other than minor traffic
          violations or similar offenses);

     (d)  has materially breached any of the provisions of any agreement with
          the Company or any of its Affiliates;

     (e)  has engaged in unfair competition with, or otherwise acted
          intentionally in a manner injurious to the reputation, business or
          assets of, the Company or any of its Affiliates; or

     (f)  has improperly induced a vendor or customer to break or terminate any
          contract with the Company or any of its Affiliates or induced a
          principal for whom the Company or any Affiliate acts as agent to
          terminate such agency relationship.

     A termination for Cause shall be deemed to occur (subject to reinstatement
     upon a contrary final determination by the Administrator) on the date on
     which the Company or any Affiliate first delivers written notice to the
     Participant of a finding of termination for Cause.

     "CHANGE IN CONTROL EVENT" means any of the following:

     (a)  Approval by shareholders of the Company (or, if no shareholder
          approval is required, by the Board alone) of the complete dissolution
          or liquidation of the Company, other than in the context of a Business
          Combination that does not constitute a Change in Control Event under
          paragraph (c) below;

     (b)  The acquisition by any individual, entity or group (within the meaning
          of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "PERSON")) of
          beneficial ownership (within the meaning of Rule 13d-3 promulgated
          under the Exchange Act) of 50% or more of either (1) the
          then-outstanding Common Shares of the Company (the "OUTSTANDING
          COMPANY COMMON SHARES") or (2) the combined voting power of the
          then-outstanding voting 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
          paragraph (b), the following acquisitions shall not constitute a
          Change in Control Event; (A) any acquisition directly from the
          Company, (B) any acquisition by the Company, (C) any acquisition by
          any employee benefit plan (or related trust) sponsored or maintained
          by the Company or any Affiliate or a successor, (D) any acquisition by
          any entity pursuant to a Business Combination, (E) any acquisition by
          a Person

                                       28

<PAGE>

          described in and satisfying the conditions of Rule 13d-1(b)
          promulgated under the Exchange Act, or (F) any acquisition by a Person
          who is the beneficial owner (within the meaning of Rule 13d-3
          promulgated under the Exchange Act) of 50% or more of the Outstanding
          Company Common Shares and/or the Outstanding Company Voting Securities
          on the Effective Date (or an affiliate, heir, descendant, or related
          party of or to such Person);

     (c)  Consummation of a reorganization, amalgamation, merger, statutory
          share exchange or consolidation or similar corporate transaction
          involving the Company or any other entity a majority of whose
          outstanding voting shares or voting power is beneficially owned
          directly or indirectly by the Company (a "SUBSIDIARY"), a sale or
          other disposition of all or substantially all of the assets of the
          Company, or the acquisition of assets or shares of another entity by
          the Company or any of its Subsidiaries (each, a "BUSINESS
          COMBINATION"), in each case unless, following such Business
          Combination, (1) all or substantially all of the individuals and
          entities that were the beneficial owners of the Outstanding Company
          Common Shares and the Outstanding Company Voting Securities
          immediately prior to such Business Combination beneficially own,
          directly or indirectly, more than 50% of the then-outstanding ordinary
          or common shares and the combined voting power of the then-outstanding
          voting securities entitled to vote generally in the election of
          directors, as the case may be, of the entity resulting from such
          Business Combination (including, without limitation, an entity that,
          as a result of such transaction, owns the Company or all or
          substantially all of the Company's assets directly or through one or
          more subsidiaries (a "PARENT")), and (2) no Person (excluding any
          individual or entity described in clauses (C), (E) or (F) of paragraph
          (b) above) beneficially owns (within the meaning of Rule 13d-3
          promulgated under the Exchange Act), directly or indirectly, more than
          50% of, respectively, the then-outstanding ordinary or common shares
          of the entity resulting from such Business Combination or the combined
          voting power of the then-outstanding voting securities of such entity,
          except to the extent that the ownership in excess of 50% existed prior
          to the Business Combination.

     provided, however, that a transaction shall not constitute a Change in
     Control Event if it is in connection with the underwritten public offering
     of the Company's securities.

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

     "COMMON SHARES" means the Company's Common Shares, nominal value US$0.01
     per share, and such other securities or property as may become the subject
     of Awards, or become subject to Awards, pursuant to an adjustment made
     under Section 7.3.1 of this Plan.

     "COMPANY" means ATA Testing Authority (Holdings) Limited, an international
     business company organized under the laws of the British Virgin Islands,
     and its successors.

                                       29

<PAGE>

     "EARLY EXERCISE OPTION" shall mean an Option eligible for exercise prior to
     vesting in accordance with the provisions of Section 5.9 of this Plan. An
     Early Exercise Option may be a Nonqualified Option or an Incentive Stock
     Option, as designated by the Administrator in the applicable Award
     Agreement.

     "EFFECTIVE DATE" means the date the Board approved this Plan.

     "ELIGIBLE PERSON" has the meaning given to such term in Section 3 of this
     Plan.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934 of the United
     States, as amended from time to time.

     "FAIR MARKET VALUE," for purposes of this Plan and unless otherwise
     determined or provided by the Administrator in the circumstances, means as
     follows:

     (a)  If the Common Shares are listed or admitted to trade on the New York
          Stock Exchange or other national securities exchange (the "EXCHANGE"),
          the Fair Market Value shall equal the closing price of a Common Share
          as reported on the composite tape for securities on the Exchange for
          the date in question, or, if no sales of Common Shares were made on
          the Exchange on that date, the closing price of a Common Share as
          reported on said composite tape for the next preceding day on which
          sales of Common Shares were made on the Exchange. The Administrator
          may, however, provide with respect to one or more Awards that the Fair
          Market Value shall equal the last closing price of a Common Share as
          reported on the composite tape for securities listed on the Exchange
          available on the date in question or the average of the high and low
          trading prices of a Common Share as reported on the composite tape for
          securities listed on the Exchange for the date in question or the most
          recent trading day.

     (b)  If the Common Shares are not listed or admitted to trade on the a
          national securities exchange, the Fair Market Value shall equal the
          last price of a Common Share as furnished by the National Association
          of Securities Dealers, Inc. (the "NASD") through the NASDAQ National
          Market Reporting System (the "NATIONAL MARKET") for the date in
          question, or, if no sales of Common Shares were reported by the NASD
          through the National Market on that date, the last price of a Common
          Share as furnished by the NASD through the National Market for the
          next preceding day on which sales of Common Shares were reported by
          the NASD. The Administrator may, however, provide with respect to one
          or more Awards that the Fair Market Value shall equal the last closing
          price of a Common Share as furnished by the NASD through the National
          Market available on the date in question or the average of the high
          and low trading prices of a Common Share as furnished by the NASD
          through the National Market for the date in question or the most
          recent trading day.

     (c)  If the Common Shares are not listed or admitted to trade on a national
          securities exchange and is not reported on the National Market
          Reporting System, the Fair

                                       30

<PAGE>

          Market Value shall equal the mean between the bid and asked price for
          a Common Share on such date, as furnished by the NASD or a similar
          organization.

     (d)  If the Common Shares are not listed or admitted to trade on a national
          securities exchange, are not reported on the National Market Reporting
          System and if bid and asked prices for the shares are not furnished by
          the NASD or a similar organization, the Fair Market Value shall be the
          value as reasonably determined by the Administrator for purposes of
          the Award in the circumstances.

     The Administrator also may adopt a different methodology for determining
     Fair Market Value with respect to one or more Awards if a different
     methodology is necessary or advisable to secure any intended favorable tax,
     legal or other treatment for the particular Award(s) (for example, and
     without limitation, the Administrator may provide that Fair Market Value
     for purposes of one or more Awards will be based on an average of closing
     prices (or the average of high and low daily trading prices) for a
     specified period preceding the relevant date).

     Any determination as to Fair Market Value made pursuant to this Plan shall
     be determined without regard to any restriction other than a restriction
     which, by its terms, will never lapse, and shall be conclusive and binding
     on all persons with respect to Awards granted under this Plan.

     "INCENTIVE STOCK OPTION" means an Option that is designated and intended as
     an "incentive stock option" within the meaning of Section 422 of the Code,
     the award of which contains such provisions (including but not limited to
     the receipt of shareholder approval of this Plan, if the award is made
     prior to such approval) and is made under such circumstances and to such
     persons as may be necessary to comply with that section.

     "NONQUALIFIED OPTION" means an Option that is not an "incentive stock
     option" within the meaning of Section 422 of the Code and includes any
     Option designated or intended as a Nonqualified Option and any Option
     designated or intended as an Incentive Stock Option that fails to meet the
     applicable legal requirements thereof.

     "OPTION" means an option to purchase Common Shares granted under Section 5
     of this Plan. The Administrator will designate any Option granted to an
     employee of the Company or an Affiliate as a Nonqualified Option or an
     Incentive Stock Option and may also designate any Option as an Early
     Exercise Option.

     "PARTICIPANT" means an Eligible Person who has been granted and holds an
     Award under this Plan.

     "PERSONAL REPRESENTATIVE" means the person or persons who, upon the
     disability or incompetence of a Participant, has acquired on behalf of the
     Participant, by legal proceeding or otherwise, the power to exercise the
     rights or receive benefits under this Plan by virtue of having become the
     legal representative of the Participant.

     "PLAN" means this ATA Testing Authority (Holdings) Limited Share Incentive
     Plan, as it may hereafter be amended from time to time.

                                       31

<PAGE>

     "PUBLIC OFFERING DATE" means the date the Common Shares are first
     registered under the Exchange Act and listed or quoted on a recognized
     national securities exchange or in the NASDAQ National Market Quotation
     System.

     "RESTRICTED SHARES" means Common Shares awarded to a Participant under this
     Plan, subject to payment of such consideration and such conditions on
     vesting (which may include, among others, the passage of time, specified
     performance objectives or other factors) and such transfer and other
     restrictions as are established in or pursuant to this Plan and the related
     Award Agreement, to the extent such remain unvested and restricted under
     the terms of the applicable Award Agreement.

     "RESTRICTED SHARE AWARD" means an award of Restricted Shares.

     "SECURITIES ACT" means the Securities Act of 1933 of the United States, as
     amended from time to time.

     "SEVERANCE DATE" with respect to a particular Participant means, unless
     otherwise provided in the applicable Award Agreement:

     (a)  if the Participant is an Eligible Person under clause (a) of Section 3
          and the Participant's employment by the Company or any of its
          Affiliates terminates (regardless of the reason), the last day that
          the Participant is actually employed by the Company or such Affiliate
          (unless, immediately following such termination of employment, the
          Participant is a member of the Board or, by express written agreement
          with the Company or any of its Affiliates, continues to provide other
          services to the Company or any Affiliate as an Eligible Person under
          clause (c) of Section 3, in which case the Participant's Severance
          Date shall not be the date of such termination of employment but shall
          be determined in accordance with clause (b) or (c) below, as
          applicable, in connection with the termination of the Participant's
          other services);

     (b)  if the Participant is not an Eligible Person under clause (a) of
          Section 3 but is an Eligible Person under clause (b) thereof, and the
          Participant ceases to be a member of the Board (regardless of the
          reason), the last day that the Participant is actually a member of the
          Board (unless, immediately following such termination, the Participant
          is an employee of the Company or any of its Affiliates or, by express
          written agreement with the Company or any of its Affiliates, continues
          to provide other services to the Company or any Affiliate as an
          Eligible Person under clause (c) of Section 3, in which case the
          Participant's Severance Date shall not be the date of such termination
          but shall be determined in accordance with clause (a) above or (c)
          below, as applicable, in connection with the termination of the
          Participant's employment or other services);

     (c)  if the Participant is not an Eligible Person under clause (a) or
          clause (b) of Section 3 but is an Eligible Person under clause (c)
          thereof, and the Participant ceases to provide services to the Company
          or any of its Affiliates as determined in accordance with Section
          7.4.4 (regardless of the reason), the last day that the

                                       32

<PAGE>

          Participant actually provides services to the Company or such
          Affiliate as an Eligible Person under clause (c) of Section 3 (unless,
          immediately following such termination, the Participant is an employee
          of the Company or any of its Affiliates or is a member of the Board,
          in which case the Participant's Severance Date shall not be the date
          of such termination of services but shall be determined in accordance
          with clause (a) or (b) above, as applicable, in connection with the
          termination of the Participant's employment or membership on the
          Board).

     "SHARE AWARD" means an award of Common Shares under Section 6 of this Plan.
     A Share Award may be a Restricted Share Award or an award of unrestricted
     Common Shares.

     "TOTAL DISABILITY" means a "total and permanent disability" within the
     meaning of Section 22(e)(3) of the Code and, with respect to Awards other
     than Incentive Stock Options, such other disabilities, infirmities,
     afflictions, or conditions as the Administrator may include.
<PAGE>



                    ATA TESTING AUTHORITY (HOLDINGS)
                                    LIMITED
                              SHARE INCENTIVE PLAN



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE

<S>  <C>                                                                    <C>
1.   PURPOSE OF THE PLAN.......................................................1

2.   ADMINISTRATION............................................................1

     2.1  Administrator........................................................1

     2.2  Plan Awards; Interpretation; Powers of Administrator.................2

     2.3  Binding Determinations...............................................3

     2.4  Reliance on Experts..................................................3

     2.5  Delegation...........................................................3

3.   ELIGIBILITY...............................................................3

4.   SHARES SUBJECT TO THE PLAN................................................4

     4.1  Shares Available.....................................................4

     4.2  Share Limits.........................................................4

     4.3  Replenishment and Reissue of Unvested Awards.........................4

     4.4  Reservation of Shares................................................5

5.   OPTION GRANT PROGRAM......................................................5

     5.1  Option Grants in General.............................................5

     5.2  Types of Options.....................................................5

     5.3  Option Price.........................................................6

     5.4  Vesting; Term; Exercise Procedure....................................8

     5.5  Limitations on Grant and Terms of Incentive Stock Options............9

     5.6  Limits on 10% Holders...............................................10

     5.7  Effects of Termination of Employment on Options.....................10

     5.8  Option Repricing/Cancellation and Regrant/Waiver of Restrictions....11

     5.9  Early Exercise Options..............................................11

6.   SHARE AWARD PROGRAM......................................................12

     6.1  Share Awards in General.............................................12

     6.2  Types of Share Awards...............................................12

     6.3  Purchase Price......................................................12

     6.4  Vesting.............................................................13

     6.5  Term................................................................13

     6.6  Share Certificates; Fractional Shares...............................13

     6.7  Dividend and Voting Rights..........................................13
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                                TABLE OF CONTENTS
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     6.8  Termination of Employment; Return to the Company....................13

     6.9  Waiver of Restrictions..............................................14

7.   PROVISIONS APPLICABLE TO ALL AWARDS......................................14

     7.1  Rights of Eligible Persons, Participants and Beneficiaries..........14

     7.2  No Transferability; Limited Exception to Transfer Restrictions......15

     7.3  Adjustments; Changes in Control.....................................16

     7.4  Termination of Employment or Services...............................21

     7.5  Compliance with Laws................................................22

     7.6  Tax Withholding.....................................................24

     7.7  Plan and Award Amendments, Termination and Suspension...............25

     7.8  Privileges of Share Ownership.......................................26

     7.9  Share-Based Awards in Substitution for Awards Granted by Other
          Company.............................................................26

     7.10 Effective Date of the Plan..........................................26

     7.11 Term of the Plan....................................................26

     7.12 Governing Law/Severability..........................................27

     7.13 Captions............................................................27

     7.14 Non-Exclusivity of Plan.............................................27

     7.15 No Restriction on Corporate Powers..................................27

     7.16 Other Company Compensation or Benefit Programs......................27

8.   DEFINITIONS..............................................................28
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