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                                                                    EXHIBIT 10.8

                              AMENDED AND RESTATED
                         LOGICAL DESIGN SOLUTIONS, INC.
                                1999 STOCK PLAN


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

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

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

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

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

     2.4 "Code" means the Internal Revenue Code of 1986, as amended.

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

     2.6 "Common Stock" means the Common Stock of the Company.

     2.7 "Company" means Logical Design Solutions, Inc., a Delaware corporation.

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

     2.9 "Director" means a member of the Board.

     2.10 "Disability" means total and permanent disability as defined in
     Section 22(e)(3) of the Code.
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     2.11 "Employee" means any person, including Section 16(b) Officers and
     Directors, employed by the Company or any Parent or Subsidiary of the
     Company.  A Service Provider shall not cease to be an Employee in the case
     of (i) any leave of absence approved by the Company or (ii) transfers
     between locations of the Company or between the Company, its Parent, any
     Subsidiary, or any successor.  For purposes of Incentive Stock Options, no
     such leave may exceed ninety days, unless reemployment upon expiration of
     such leave is guaranteed by statute or contract.  If reemployment upon
     expiration of a leave of absence approved by the Company is not so
     guaranteed, on the 181st day of such leave any Incentive Stock Option held
     by the Optionee shall cease to be treated as an Incentive Stock Option and
     shall be treated for tax purposes as a Nonqualified Stock Option.  Neither
     service as a Director nor payment of a director's fee by the Company shall
     be sufficient to constitute "employment" by the Company.

     2.12 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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

           (a) if the Common Stock is listed on any established stock exchange
           or a national market system, including without limitation the Nasdaq
           National Market or The Nasdaq Small Cap Market of The Nasdaq Stock
           Market, its Fair Market Value shall be the closing sales price for
           such stock (or the closing bid, if no sales were reported) as quoted
           on such exchange or system for the last market trading day prior to
           the time of determination, as reported in The Wall Street Journal or
           such other source as the Administrator deems reliable;

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

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

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

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     2.15 "Nonqualified Stock Option" means an Option not intended to qualify as
     an Incentive Stock Option.

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

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

     2.18 "Option" means a stock option granted pursuant to the Plan.

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

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

     2.21 "Optioned Stock" means the Common Stock subject to an Option or Stock
     Purchase Right.

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

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

     2.24 "Plan" means this 1999 Stock Plan.

     2.25 "Restricted Stock" means shares of Common Stock acquired pursuant to a
     grant of Stock Purchase Rights under Section 11 below.

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

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

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

     2.29 "Service Provider" means an Employee, Director or Consultant.

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

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

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

3.   Stock Subject to the Plan.  Subject to the provisions of Section 13 of the
Plan, the maximum aggregate number of Shares that may be optioned and sold under
the Plan is 2,750,000 Shares, plus any adjustments as provided for herein.  If
an Option or Stock Purchase Right expires or becomes unexercisable without
having been exercised in full, or is surrendered pursuant to an Option Exchange
Program, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued under
the Plan, whether upon exercise of an Option or Right, shall not be returned to
the Plan and shall not become available for future distribution under the Plan,
except that if Shares of Restricted Stock are repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.

4.   Administration of the Plan.

     4.1 Procedure.

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

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

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

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

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

          (a) to determine the Fair Market Value;

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

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

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

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

          (f) to institute an Option Exchange Program;

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

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

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

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

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

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

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

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

7.   Limitations.

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

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

     7.3  The following limitations shall apply to grants of Options:

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          (a) No Service Provider shall be granted, in any two fiscal years of
          the Company after the initial public offering of shares of Common
          Stock, Options to purchase more than 500,000 Shares.

          (b) In connection with his or her initial service, a Service Provider
          may be granted Options to purchase up to an additional 500,000 Shares
          which shall not count against the limit set forth in subsection (i)
          above.

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

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

8.  Term of Plan.  The Plan as set forth herein is an amendment and restatement
of the 1999 Stock Plan as originally adopted by the Company.  Subject to Section
20 of the Plan, the Plan as amended and restated shall become effective upon its
adoption by the Board.  Unless terminated earlier under Section 15 of the Plan,
the Plan as so amended and restated shall continue in effect until ten (10)
years after the earlier of the date of its adoption by the Board or the date of
its approval by the shareholders of the Company.

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

10. Option Exercise Price and Consideration.

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

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          (a)  In the case of an Incentive Stock Option

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

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

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

          (c)  Subject to the foregoing, Options may be granted with a per Share
          exercise price equal to, greater than or less than 100% of Fair Market
          Value on the date of grant.

    10.2  Waiting Period and Exercise Dates.  At the time an Option is granted,
the Administrator shall fix the period within which the Option may be exercised
and shall determine any conditions which must be satisfied before the Option may
be exercised.

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

          (a)  cash;

          (b)  check;

          (c)  promissory note;

          (d) other Shares which (A) in the case of Shares acquired upon
          exercise of an option, have been owned by the Optionee for more than
          six (6) months on the date of surrender, and (B) have a Fair

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          Market Value on the date of surrender equal to the aggregate exercise
          price of the Shares as to which said Option shall be exercised;

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

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

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

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

11.  Exercise of Options.

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

     An Option shall be deemed exercised when the Company receives:  (i) written
or electronic notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised.  Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan.  Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse.

     Until the Shares are issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no
right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option.

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

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

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

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

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

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

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

12.  Stock Purchase Rights.

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

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

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

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

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

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

     14.1  Changes in Capitalization.  Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.

     Except as expressly provided herein, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option
or Stock Purchase Right.

     14.2  Dissolution or Liquidation.  In the event of the proposed dissolution
or liquidation of the Company, the Administrator shall notify each Optionee as
soon as practicable prior to the effective date of such proposed transaction.
The Administrator in its discretion may provide for an Optionee to have the
right to exercise his or her Option until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the Option would not otherwise be exercisable.  In addition, the
Administrator may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse
as to all such Shares, provided the proposed dissolution or liquidation takes
place at the time and in the manner contemplated.  To the extent it has not been
previously exercised, an Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.

     14.3  Merger or Asset Sale.  In the event of a merger of the Company with
or into another corporation, or the sale of substantially all of the assets of
the Company, each outstanding Option and Stock Purchase Right shall be assumed
or an equivalent option or right substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation.  In the event that the
successor corporation refuses to assume or substitute for the Option or Stock
Purchase Right, the Optionee

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

15.  Date of Grant.  The date of grant of an Option or Stock Purchase Right
shall be, for all purposes, the date on which the Administrator makes the
determination granting such Option or Stock Purchase Right, or such other later
date as is determined by the Administrator.  Notice of the determination shall
be provided to each Optionee within a reasonable time after the date of such
grant.

16.  Amendment and Termination of the Plan.

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

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

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

17.  Conditions Upon Granting of Awards and Issuance of Shares.

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     17.1  Shareholders Agreement.  The Administrator, in its discretion, may
determine that as a condition to the grant of an Option or Stock Purchase Right
hereunder the person receiving such Option or Stock Purchase Right shall be
required to enter into a Shareholders Agreement with the Company (in
substantially the form attached to the applicable Notice of Grant) with respect
to all Shares then held and thereafter acquired by such person, including,
without limitation, Shares acquired upon previous exercises of stock options or
stock purchase rights granted under this Plan or any predecessor plan.

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

     17.3  Investment Representations.  As a condition to the exercise of an
Option or Stock Purchase Right, the Company may require the person exercising
such Option or Stock Purchase Right to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required.

18.  Inability to Obtain Authority.  The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

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

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

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