<PAGE>
                                                                    Exhibit 10.8

                        FORM OF THANE INTERNATIONAL, INC.

                             2002 STOCK OPTION PLAN


         1.       Purposes. The purposes of the Thane International, Inc. 2002
Stock Option Plan are:

         (a)      To further the growth, development and success of the Company
and its Affiliates by enabling the executive and other employees and directors
of, and consultants to, the Company and its Affiliates to acquire a continuing
equity interest in the Company, thereby increasing their personal interests in
such growth, development and success and motivating such employees, directors
and consultants to exert their best efforts on behalf of the Company and its
Affiliates; and

         (b)      To maintain the ability of the Company and its Affiliates to
attract and retain employees, directors and consultants of outstanding ability
by offering them an opportunity to acquire a continuing equity interest in the
Company and its Affiliates which will reflect the growth, development and
success of the Company and its Affiliates.

Toward these objectives, the Committee may grant Options to such employees,
directors and consultants, all pursuant to the terms and conditions of the Plan.

         2.       Definitions. As used in the Plan, the following capitalized
terms shall have the meanings set forth below:

         (a)      "AFFILIATE" - other than the Company, (i) any corporation or
limited liability company in an unbroken chain of corporations or limited
liability companies ending with the Company if each corporation or limited
liability company owns stock or membership interests (as applicable) possessing
more than fifty percent (50%) of the total combined voting power of all classes
of stock in one of the other corporations or limited liability companies in such
chain; (ii) any corporation, trade or business (including, without limitation, a
partnership or limited liability company) which is more than fifty percent (50%)
controlled (whether by ownership of stock, assets or an equivalent ownership
interest or voting interest) by the Company or one of its Affiliates; or (iii)
any other entity, approved by the Committee as an Affiliate under the Plan, in
which the Company or any of its Affiliates has a material equity interest.

         (b)      "AGREEMENT" - a written stock option award agreement
evidencing an Option, as described in Section 3(e).

         (c)      "AWARD LIMIT" - [_____________] shares of Stock (as adjusted
in accordance with Section 10).

         (d)      "BENEFICIAL OWNERSHIP" - (including correlative terms) shall
have the same meaning given such term in Rule 13d-3 promulgated under the
Exchange Act.
<PAGE>

         (e)      "BOARD" - the Board of Directors of the Company.

         (f)      Unless otherwise determined by the Committee and set forth in
the applicable Agreement, "CHANGE IN CONTROL" means the occurrence of any of the
following:

                  (i)      an acquisition (other than directly from the Company)
         of any Voting Securities by any Person, immediately after which such
         Person has Beneficial Ownership of more than fifty percent (50%) of the
         combined voting power of the Company's then outstanding Voting
         Securities; provided, however, in determining whether a Change in
         Control has occurred, Voting Securities which are acquired in a
         Non-Control Acquisition (as defined in Section 2(n)) shall not
         constitute an acquisition that would cause a Change in Control;

                  (ii)     the individuals who, as of the Effective Date, are
         members of the Board (the "INCUMBENT BOARD"), cease for any reason to
         constitute at least a majority of the members of the Board; provided,
         however, that if the election, or nomination for election, by the
         Company's common stockholders, of any new director was approved by a
         vote of at least a majority of the Incumbent Board, such new director
         shall, for purposes of the Plan, be considered as a member of the
         Incumbent Board; provided further, however, that no individual shall be
         considered a member of the Incumbent Board if such individual initially
         assumed office as a result of either an actual or threatened "ELECTION
         CONTEST" (as described in Rule 14a-11 promulgated under the Exchange
         Act) or other actual or threatened solicitation of proxies or consents
         by or on behalf of a Person other than the Board (a "PROXY CONTEST")
         including by reason of any agreement intended to avoid or settle any
         Election Contest or Proxy Contest; or

                  (iii)    the consummation of:

                           (A)      a merger, consolidation or reorganization
                  with or into the Company or in which securities of the Company
                  are issued (a "MERGER"), unless such Merger is a "Non-Control
                  Transaction;" a "NON-CONTROL TRANSACTION" shall mean a Merger
                  if:

                                    (1)      the stockholders of the Company,
                           immediately before such Merger own, directly or
                           indirectly, immediately following such Merger, at
                           least fifty-one percent (51%) of the combined voting
                           power of the outstanding voting securities of the
                           corporation resulting from such Merger (the
                           "SURVIVING CORPORATION") in substantially the same
                           proportion as their ownership of the Voting
                           Securities immediately before such Merger;

                                    (2)      the individuals who were members of
                           the Incumbent Board immediately prior to the
                           execution of the agreement providing for such Merger
                           constitute at least a majority of the members of the
                           board of directors of the Surviving Corporation, or a
                           corporation beneficially owning, directly or
                           indirectly, a majority of the voting securities of
                           the Surviving Corporation; and


                                      -2-
<PAGE>

                                     (3)      no Person, other than (i) the
                           Company, (ii) any Related Entity (as defined in
                           Section 2(n)), (iii) any employee benefit plan (or
                           any trust forming a part thereof) that, immediately
                           prior to such Merger, was maintained by the Company
                           or any Related Entity, or (iv) any Person who
                           immediately prior to such Merger had Beneficial
                           Ownership of more than fifty percent (50%) of the
                           then outstanding Voting Securities, has Beneficial
                           Ownership of more than fifty percent (50%) of the
                           combined voting power of the Surviving Corporation's
                           then outstanding voting securities or its common
                           stock;

                           (B)      a complete liquidation or dissolution of the
                  Company (not including a "Non-Control Transaction"); or

                           (C)      the sale or other disposition of all or
                  substantially all of the assets of the Company to any Person
                  (other than a transfer to a Related Entity or the distribution
                  to the Company's stockholders of the stock of a Subsidiary or
                  any other assets).
                  Notwithstanding the foregoing, a Change in Control shall not
                  be deemed to occur solely because any Person (the "SUBJECT
                  PERSON") acquired Beneficial Ownership of more than the
                  permitted amount of the then outstanding Voting Securities as
                  a result of the acquisition of Voting Securities by the
                  Company which, by reducing the number of Voting Securities
                  then outstanding, increases the proportional number of shares
                  Beneficially Owned by the Subject Persons, provided that if a
                  Change in Control would occur (but for the operation of this
                  sentence) as a result of the acquisition of Voting Securities
                  by the Company, and after such share acquisition by the
                  Company the Subject Person becomes the Beneficial Owner of any
                  new or additional Voting Securities which increases the
                  percentage of the then outstanding Voting Securities
                  Beneficially Owned by the Subject Person, then a Change in
                  Control shall occur. Solely for purposes of this Section 2(f),
                  (x) "Affiliate" shall mean, with respect to any Person, any
                  other Person that, directly or indirectly, controls, is
                  controlled by, or is under common control with, such Person;
                  (y) any "Relative" (for this purpose, "RELATIVE" means a
                  spouse, child, parent, parent of spouse, sibling or
                  grandchild) of an individual shall be deemed to be an
                  Affiliate of such individual for this purpose; and (z) neither
                  the Company nor any Person controlled by the Company shall be
                  deemed to be an Affiliate of any holder of Stock.

         (g)      "CODE" - the Internal Revenue Code of 1986, as it may be
amended from time to time, including regulations and rules thereunder and
successor provisions and regulations and rules thereto.

         (h)      "COMMITTEE" - the Compensation Committee of the Board, or such
other Board committee as may be designated by the Board to administer the Plan.

         (i)      "COMPANY" - Thane International, Inc., a Delaware corporation,
or any successor entity.


                                      -3-
<PAGE>

         (j)      "EFFECTIVE DATE" - the date on which the Plan is effective, as
determined pursuant to Section 15.

         (k)      "EXCHANGE ACT" - the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

         (l)      "FAIR MARKET VALUE" - of a share of Stock as of a given date
shall be: (i) if the Stock is listed or admitted to trading on an established
stock exchange (including, for this purpose, the Nasdaq National Market), the
mean of the highest and lowest sale prices for a share of Stock on the composite
tape or in Nasdaq National Market trading as reported in The Wall Street Journal
(or, if not so reported, such other nationally recognized reporting source as
the Committee shall select) for such date, or, if no such prices are reported
for such date, the most recent day for which such prices are available shall be
used; (ii) if the Stock is not then listed or admitted to trading on such a
stock exchange, the mean of the closing representative bid and asked prices for
the Stock on such date as reported by the Nasdaq Small Cap Market or, if not so
reported, by the OTC Bulletin Board (or any successor or similar quotation
system regularly reporting the market value of the Stock in the over-the-counter
market), or, if no such prices are reported for such date, the most recent day
for which such prices are available shall be used; or (iii) in the event neither
of the valuation methods provided for in clauses (i) and (ii) above are
practicable, the fair market value of a share of Stock determined by such other
reasonable valuation method as the Committee shall, in its discretion, select
and apply in good faith as of the given date; provided, however, that for
purposes of paragraphs (a) and (h) of Section 6, such fair market value shall be
determined subject to Section 422(c)(7) of the Code.

         (m)      "ISO" or "INCENTIVE STOCK OPTION" - a right to purchase Stock
granted to an Optionee under the Plan in accordance with the terms and
conditions set forth in Section 6 and which conforms to the applicable
provisions of Section 422 of the Code.

         (n)      "NON-CONTROL ACQUISITION" - HIG Capital an acquisition by (i)
an employee benefit plan (or a trust forming a part thereof) maintained by (A)
the Company or (B) any corporation or other Person of which a majority of its
voting power or its voting equity securities or equity interests is owned,
directly or indirectly, by the Company (a "RELATED ENTITY"); (ii) the Company or
any Related Entity; (iii) HIG Capital LLC or any corporation or other Person of
which a majority of its voting power or its voting equity securities or equity
interests is owned, directly or indirectly, by HIG Capital LLC; or (iv) any
Person in connection with a Non-Control Transaction.

         (o)      "NOTICE" - written notice actually received by the Company at
its executive offices on the day of such receipt, if received on or before 1:30
p.m., on a day when the Company's executive offices are open for business, or,
if received after such time, such notice shall be deemed received on the next
such day, which notice may be delivered in person to the Company's Secretary or
sent to the Company in accordance with the Agreement at the address indicated in
such Agreement.

         (p)      "OPTION" - a right to purchase Stock granted to an Optionee
under the Plan in accordance with the terms and conditions set forth in Section
6. Options may be either ISOs or stock options other than ISOs.


                                      -4-
<PAGE>

         (q)      "OPTIONEE" - an individual who is eligible, pursuant to
Section 5, and who has been selected, pursuant to Section 3(c), to participate
in the Plan, and who holds an outstanding Option granted to such individual
under the Plan in accordance with the terms and conditions set forth in Section
6.

         (r)      "PERSON" - "person" as such term is used for purposes of
Section 13(d) or 14(d) of the Exchange Act, including, without limitation, any
individual, corporation, limited liability company, partnership, trust,
unincorporated organization, government or any agency or political subdivision
thereof, or any other entity or any group of such persons.

         (s)      "PLAN" - this Thane International, Inc. 2002 Stock Option
Plan.

         (t)      "SECURITIES ACT" - the Securities Act of 1933, as it may be
amended from time to time, including the regulations and rules promulgated
thereunder and successor provisions and regulations and rules thereto.

         (u)      "STOCK" - the common stock, $.001 par value per share, of the
Company.

         (v)      "SUBSIDIARY" - any present or future corporation which is or
would be a "subsidiary corporation" of the Company as the term is defined in
Section 424(f) of the Code.

         (w)      "VOTING SECURITIES" - all the outstanding voting securities of
the Company entitled to vote generally in the election of the Board.

3.       Administration of the Plan.

         (a)      The Committee shall have exclusive authority to operate,
manage and administer the Plan in accordance with its terms and conditions.
Notwithstanding the foregoing, in its absolute discretion, the Board may at any
time and from time to time exercise any and all rights, duties and
responsibilities of the Committee under the Plan, including, but not limited to,
establishing procedures to be followed by the Committee, except with respect to
matters which under any applicable law, regulation or rule, are required to be
determined in the sole discretion of the Committee. If and to the extent that no
Committee exists which has the authority to administer the Plan, the functions
of the Committee shall be exercised by the Board.

         (b)      The Committee shall be appointed from time to time by the
Board, and the Committee shall consist of not less than two members of the
Board. Appointment of Committee members shall be effective upon their acceptance
of such appointment. Committee members may be removed by the Board at any time
either with or without cause, and such members may resign at any time by
delivering notice thereof to the Board. Any vacancy on the Committee, whether
due to action of the Board or any other reason, shall be filled by the Board.

         (c)      The Committee shall have full authority to grant, pursuant to
the terms of the Plan, Options to those individuals who are eligible to receive
Options under the Plan. In particular, the Committee shall have discretionary
authority, in accordance with the terms of the Plan, to: determine eligibility
for participation in the Plan; select, from time to time, from among those
eligible, the employees, directors and consultants to whom Options shall be
granted under the Plan, which selection may be based upon information furnished
to the Committee by the


                                      -5-
<PAGE>

Company's or an Affiliate's management; determine whether an Option shall take
the form of an ISO or an Option other than an ISO; determine the number of
shares of Stock to be included in any Option and the periods for which Options
will be outstanding; establish and administer any terms, conditions, performance
criteria, restrictions, limitations, forfeiture, vesting or exercise schedule,
and other provisions of or relating to any Option; grant waivers of terms,
conditions, restrictions and limitations under the Plan or applicable to any
Option, or accelerate the vesting or exercisability of any Option; amend or
adjust the terms and conditions of any outstanding Option and/or adjust the
number and/or class of shares of Stock subject to any outstanding Option; at any
time and from time to time after the granting of an Option, specify such
additional terms, conditions and restrictions with respect to any such Option as
may be deemed necessary or appropriate to ensure compliance with any and all
applicable laws or rules, including, but not limited to, terms, restrictions and
conditions for compliance with applicable securities laws, regarding an
Optionee's exercise of Options by tendering shares of Stock or under any
"cashless exercise" program established by the Committee, and methods of
withholding or providing for the payment of required taxes; offer to buy out an
Option previously granted, based on such terms and conditions as the Committee
shall establish with and communicate to the Optionee at the time such offer is
made; and, to the extent permitted under the applicable Agreement, permit the
transfer of an Option or the exercise of an Option by one other than the
Optionee who received the grant of such Option (other than any such transfer or
exercise which would cause any ISO to fail to qualify as an "incentive stock
option" under Section 422 of the Code).

         (d)      The Committee shall have all authority that may be necessary
or helpful to enable it to discharge its responsibilities with respect to the
Plan. Without limiting the generality of the foregoing sentence or Section 3(a),
and in addition to the powers otherwise expressly designated to the Committee in
the Plan, the Committee shall have the exclusive right and discretionary
authority to interpret the Plan and the Agreements; construe any ambiguous
provision of the Plan and/or the Agreements and decide all questions concerning
eligibility for and the amount of Options granted under the Plan. The Committee
may establish, amend, waive and/or rescind rules and regulations and
administrative guidelines for carrying out the Plan and may correct any errors,
supply any omissions or reconcile any inconsistencies in the Plan and/or any
Agreement or any other instrument relating to any Options. The Committee shall
have the authority to adopt such procedures and subplans and grant Options on
such terms and conditions as the Committee determines necessary or appropriate
to permit participation in the Plan by individuals otherwise eligible to so
participate who are foreign nationals or employed outside of the United States,
or otherwise to conform to applicable requirements or practices of jurisdictions
outside of the United States; and take any and all such other actions it deems
necessary or advisable for the proper operation and/or administration of the
Plan. The Committee shall have full discretionary authority in all matters
related to the discharge of its responsibilities and the exercise of its
authority under the Plan. Decisions and actions by the Committee with respect to
the Plan and any Agreement shall be final, conclusive and binding on all persons
having or claiming to have any right or interest in or under the Plan and/or any
Agreement.

         (e)      Each Option shall be evidenced by an Agreement, which shall be
executed by the Company and the Optionee to whom such Option has been granted,
unless the Agreement provides otherwise; two or more Options granted to a single
Optionee may, however, be combined in a single Agreement. An Agreement shall not
be a precondition to the granting of an Option; no person shall have any rights
under any Option, however, unless and until the


                                      -6-
<PAGE>

Optionee to whom the Option shall have been granted (i) shall have executed and
delivered to the Company an Agreement or other instrument evidencing the Option,
unless such Agreement provides otherwise, and (ii) has otherwise complied with
the applicable terms and conditions of the Option. The Committee shall prescribe
the form of all Agreements, and, subject to the terms and conditions of the
Plan, shall determine the content of all Agreements. Any Agreement may be
supplemented or amended in writing from time to time as approved by the
Committee; provided that the terms and conditions of any such Agreement as
supplemented or amended are not inconsistent with the provisions of the Plan.

         (f)      A majority of the members of the entire Committee shall
constitute a quorum and the actions of a majority of the members of the
Committee in attendance at a meeting at which a quorum is present, or actions by
a written instrument signed by all members of the Committee, shall be the
actions of the Committee.

         (g)      The Committee may consult with counsel who may be counsel to
the Company. The Committee may, with the approval of the Board, employ such
other attorneys and/or consultants, accountants, appraisers, brokers and other
persons as it deems necessary or appropriate. In accordance with Section 12, the
Committee shall not incur any liability for any action taken in good faith in
reliance upon the advice of such counsel or other persons.

         (h)      In serving on the Committee, the members thereof shall be
entitled to indemnification as directors of the Company, and to any limitation
of liability and reimbursement as directors with respect to their services as
members of the Committee.

         (i)      Except to the extent prohibited by applicable law, including,
without limitation, the requirements applicable under Section 162(m) of the Code
to any Option intended to be "qualified performance-based compensation," or the
requirements for any Option granted to an officer or director to be covered by
any exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3,
or any successor rule, as the same may be amended from time to time), or the
applicable rules of a stock exchange, the Committee may, in its discretion,
allocate all or any portion of its responsibilities and powers under this
Section 3 to any one or more of its members and/or delegate all or any part of
its responsibilities and powers under this Section 3 to any person or persons
selected by it; provided, however, that the Committee may not delegate its
authority to correct errors, omissions or inconsistencies in the Plan. Any such
authority delegated or allocated by the Committee under this paragraph (i) of
Section 3 shall be exercised in accordance with the terms and conditions of the
Plan and any rules, regulations or administrative guidelines that may from time
to time be established by the Committee, and any such allocation or delegation
may be revoked by the Committee at any time.

4.       Shares of Stock Subject to the Plan.

         (a)      The shares of stock subject to Options granted under the Plan
shall be shares of Stock. Such shares of Stock subject to the Plan may be either
authorized and unissued shares (which will not be subject to preemptive rights)
or previously issued shares acquired by the Company or any Subsidiary. The total
number of shares of Stock that may be delivered pursuant to Options granted
under the Plan is [_____________] shares.


                                      -7-
<PAGE>

         (b)      Notwithstanding any of the foregoing limitations set forth in
this Section 4, the number of shares of Stock specified in this Section 4 shall
be adjusted as provided in Section 10.

         (c)      Any shares of Stock subject to an Option which for any reason
expires or is terminated or forfeited without having been fully exercised may
again be granted pursuant to an Option under the Plan, subject to the
limitations of this Section 4.

         (d)      If the option exercise price of an Option granted under the
Plan is paid by tendering to the Company shares of Stock already owned by the
holder of such option (or such holder and his or her spouse jointly), only the
number of shares of Stock issued net of the shares of Stock so tendered shall be
deemed delivered for purposes of determining the total number of shares of Stock
that may be delivered under the Plan.

         (e)      Any shares of Stock delivered under the Plan in assumption or
substitution of outstanding stock options, or obligations to grant future stock
options, under plans or arrangements of an entity other than the Company or an
Affiliate in connection with the Company or an Affiliate acquiring such another
entity, or an interest in such an entity, or a transaction otherwise described
in Section 6(j), shall not reduce the maximum number of shares of Stock
available for delivery under the Plan; provided, however, that the maximum
number of shares of Stock that may be delivered pursuant to Incentive Stock
Options granted under the Plan shall be the number of shares set forth in
paragraph (a) of this Section 4, as adjusted pursuant to paragraphs (b) and (c)
of this Section 4.

         5.       Eligibility. Executive employees and other employees,
including officers, of the Company and the Affiliates, directors (whether or not
also employees), and consultants of the Company and the Affiliates, shall be
eligible to become Optionees and receive Options in accordance with the terms
and conditions of the Plan, subject to the limitations on the granting of ISOs
set forth in Section 6(h).

         6.       Terms and Conditions of Stock Options. All Options to purchase
Stock granted under the Plan shall be either ISOs or Options other than ISOs. To
the extent that any Option does not qualify as an ISO (whether because of its
provisions or the time or manner of its exercise or otherwise), such Option, or
the portion thereof which does not so qualify, shall constitute a separate
Option other than an ISO. Each Option shall be subject to all the applicable
provisions of the Plan, including the following terms and conditions, and to
such other terms and conditions not inconsistent therewith as the Committee
shall determine and which are set forth in the applicable Agreement. Options
need not be uniform as to all grants and recipients thereof.

                  (a)      The option exercise price per share of shares of
         Stock subject to each Option shall be determined by the Committee and
         stated in the Agreement; provided, however, that, subject to paragraph
         (h)(iii) and/or (j) of this Section 6, if applicable, such option
         exercise price applicable to any Option shall not be less than one
         hundred percent (100%) of the Fair Market Value of a share of Stock at
         the time that the Option is granted.

                  (b)      Each Option shall be exercisable in whole or in such
         installments, at such times and under such conditions, as may be
         determined by the Committee in its discretion


                                      -8-
<PAGE>

         in accordance with the Plan and stated in the Agreement, and, in any
         event, over a period of time ending not later than ten (10) years from
         the date such Option was granted, subject to paragraph (h)(C) of this
         Section 6.

                  (c)      An Option shall not be exercisable with respect to a
         fractional share of Stock or the lesser of one hundred (100) shares and
         the full number of shares of Stock then subject to the Option. No
         fractional shares of Stock shall be issued upon the exercise of an
         Option.

                  (d)      Each Option may be exercised by giving Notice to the
         Company specifying the number of shares of Stock to be purchased, which
         shall be accompanied by payment in full including applicable taxes, if
         any, in accordance with Section 9. Payment shall be in any manner
         permitted by applicable law and prescribed by the Committee, in its
         discretion, and set forth in the Agreement, including, in the
         Committee's discretion, and subject to such terms, conditions and
         limitations as the Committee may prescribe, payment in accordance with
         a "cashless exercise" program (through broker accommodation)
         established by the Committee and/or in Stock owned by the Optionee or
         by the Optionee and his or her spouse jointly.

                  (e)      No Optionee or other person shall become the
         beneficial owner of any shares of Stock subject to an Option, nor have
         any rights to dividends or other rights of a shareholder with respect
         to any such shares until he or she has exercised his or her Option in
         accordance with the provisions of the Plan and the applicable
         Agreement.

                  (f)      An Option may be exercised only if at all times
         during the period beginning with the date of the granting of the Option
         and ending on the date of such exercise, the Optionee was an employee,
         director or consultant of the Company or an Affiliate, as applicable.
         Notwithstanding the preceding sentence, the Committee may determine in
         its discretion that an Option may be exercised prior to expiration of
         such Option following termination of such continuous employment,
         directorship or consultancy, whether or not exercisable at the time of
         such termination, to the extent provided in the applicable Agreement.

                  (g)      Subject to the terms and conditions and within the
         limitations of the Plan, the Committee may modify, extend or renew
         outstanding Options granted under the Plan, or accept the surrender of
         outstanding Options (up to the extent not theretofore exercised) and
         authorize the granting of new Options in substitution therefor (to the
         extent not theretofore exercised).

                  (h)      (i) Each Agreement relating to an Option shall state
         whether such Option will or will not be treated as an ISO. No ISO shall
         be granted unless such Option, when granted, qualifies as an "incentive
         stock option" under Section 422 of the Code. No ISO shall be granted to
         any individual otherwise eligible to participate in the Plan who is not
         an employee of the Company or a Subsidiary on the date of granting of
         such Option. Any ISO granted under the Plan shall contain such terms
         and conditions, consistent with the Plan, as the Committee may
         determine to be necessary to qualify such Option as an "incentive stock
         option" under Section 422 of the Code. Any ISO granted under the Plan


                                      -9-
<PAGE>

         may be modified by the Committee to disqualify such Option from
         treatment as an "incentive stock option" under Section 422 of the Code.

                           (ii)     Notwithstanding any intent to grant ISOs, an
                  Option granted under the Plan will not be considered an ISO to
                  the extent that it, together with any other "incentive stock
                  options" (within the meaning of Section 422 of the Code, but
                  without regard to subsection (d) of such Section) under the
                  Plan and any other "incentive stock option" plans of the
                  Company, any Subsidiary and any "parent corporation" of the
                  Company within the meaning of Section 424(e) of the Code, are
                  exercisable for the first time by any Optionee during any
                  calendar year with respect to Stock having an aggregate Fair
                  Market Value in excess of $100,000 (or such other limit as may
                  be required by the Code) as of the time the Option with
                  respect to such Stock is granted. The rule set forth in the
                  preceding sentence shall be applied by taking Options into
                  account in the order in which they were granted.

                           (iii)    No ISO shall be granted to an individual
                  otherwise eligible to participate in the Plan who owns (within
                  the meaning of Section 424(d) of the Code), at the time the
                  Option is granted, more than ten percent (10%) of the total
                  combined voting power of all classes of stock of the Company
                  or a Subsidiary or any "parent corporation" of the Company
                  within the meaning of Section 424(e) of the Code. This
                  restriction does not apply if at the time such ISO is granted
                  the Option exercise price per share of Stock subject to the
                  Option is at least 110% of the Fair Market Value of a share of
                  Stock on the date such ISO is granted, and the ISO by its
                  terms is not exercisable after the expiration of five years
                  from such date of grant.

                  (i)      An Option and any shares of Stock received upon the
         exercise of an Option shall be subject to such other transfer and/or
         ownership restrictions and/or legending requirements as the Committee
         may establish in its discretion and which are specified in the
         Agreement and may be referred to on the certificates evidencing such
         shares of Stock. The Committee may require an Optionee to give prompt
         Notice to the Company concerning any disposition of shares of Stock
         received upon the exercise of an ISO within: (i) two (2) years from the
         date of granting such ISO to such Optionee or (ii) one (1) year from
         the transfer of such shares of Stock to such Optionee or (iii) such
         other period as the Committee may from time to time determine. The
         Committee may direct that an Optionee with respect to an ISO undertake
         in the applicable Agreement to give such Notice described in the
         preceding sentence, at such time and containing such information as the
         Committee may prescribe, and/or that the certificates evidencing shares
         of Stock acquired by exercise of an ISO refer to such requirement to
         give such Notice.

                  (j)      In the event that a transaction described in Section
         424(a) of the Code involving the Company or a Subsidiary is
         consummated, such as the acquisition of property or stock from an
         unrelated corporation, individuals who become eligible to participate
         in the Plan in connection with such transaction, as determined by the
         Committee, may be granted Options in substitution for options granted
         by another corporation that is a party to such transaction. If such
         substitute Options are granted, the


                                      -10-
<PAGE>

         Committee, in its discretion and consistent with Section 424(a) of the
         Code, if applicable, and the terms of the Plan, though notwithstanding
         paragraph (a) of this Section 6, shall determine the option exercise
         price and other terms and conditions of such substitute Options.

                  (k)      Notwithstanding any other provision contained in the
         Plan to the contrary, the maximum number of shares of Stock which may
         be subject to Options granted under the Plan to any Optionee in any
         calendar year shall not exceed the Award Limit. To the extent required
         by Section 162(m) of the Code, shares of Stock subject to Options which
         are canceled shall continue to be counted against the Award Limit and
         if, after the grant of an Option, the option exercise price of shares
         subject to such Option is reduced and the transaction is treated as a
         cancellation of the Option and a grant of a new Option, both the Option
         deemed to be canceled and the Option deemed to be granted shall be
         counted against the Award Limit.

         7.       Transfer, Leave of Absence. A transfer of an employee from the
Company to an Affiliate (or, for purposes of any ISO granted under the Plan, a
Subsidiary), or vice versa, or from one Affiliate to another (or in the case of
an ISO, from one Subsidiary to another), and a leave of absence, duly authorized
in writing by the Company or a Subsidiary or Affiliate, shall not be deemed a
termination of employment of the employee for purposes of the Plan or with
respect to any Option (in the case of ISOs, to the extent permitted by the
Code).

         8.       Rights of Employees and Other Persons.

         (a)      No person shall have any rights or claims under the Plan
except in accordance with the provisions of the Plan and the applicable
Agreement.

         (b)      Nothing contained in the Plan or in any Agreement shall be
deemed to (i) give any employee or director the right to be retained in the
service of the Company or any Affiliate nor restrict in any way the right of the
Company or any Affiliate to terminate any employee's employment or any
director's directorship at any time with or without cause or (ii) confer on any
consultant any right of continued relationship with the Company or any
Affiliate, or alter any relationship between them, including any right of the
Company or an Affiliate to terminate its relationship with such consultant.

         (c)      The adoption of the Plan shall not be deemed to give any
employee of the Company or any Affiliate or any other person any right to be
selected to participate in the Plan or to be granted an Option.

         (d)      Nothing contained in the Plan or in any Agreement shall be
deemed to give any employee the right to receive any bonus, whether payable in
cash or in Stock, or in any combination thereof, from the Company or any
Affiliate, nor be construed as limiting in any way the right of the Company or
any Affiliate to determine, in its sole discretion, whether or not it shall pay
any employee bonuses, and, if so paid, the amount thereof and the manner of such
payment.


                                      -11-
<PAGE>

         9.       Tax Withholding Obligations.

         (a)      The Company and/or any Affiliate are authorized to take
whatever actions are necessary and proper to satisfy all obligations of
Optionees (including, for purposes of this Section 9, any other person entitled
to exercise an Option pursuant to the Plan or an Agreement) for the payment of
all Federal, state, local and foreign taxes in connection with any Options
(including, but not limited to, actions pursuant to the following paragraph (b)
of this Section 9).

         (b)      Each Optionee shall (and in no event shall Stock be delivered
to such Optionee with respect to an Option until), no later than the date as of
which the value of the Option first becomes includible in the gross income of
the Optionee for income tax purposes, pay to the Company in cash, or make
arrangements satisfactory to the Company, as determined in the Committee's
discretion, regarding payment to the Company of, any taxes of any kind required
by law to be withheld with respect to the Stock or other property subject to
such Option, and the Company and any Affiliate shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to such Optionee. Notwithstanding the above, the Committee may, in
its discretion and pursuant to procedures approved by the Committee, permit the
Optionee to (i) elect withholding by the Company of Stock otherwise deliverable
to such Optionee pursuant to his or her Option (provided, however, that the
amount of any Stock so withheld shall not exceed the amount necessary to satisfy
the Company's or any Affiliate's required tax withholding obligations using the
minimum statutory withholding rates for Federal, state and/or local tax
purposes, including payroll taxes, that are applicable to supplemental taxable
income) and/or (ii) tender to the Company Stock owned by such Optionee (or by
such Optionee and his or her spouse jointly) and acquired more than six (6)
months prior to such tender in full or partial satisfaction of such tax
obligations, based, in each case, on the Fair Market Value of the Stock on the
payment date as determined by the Committee.

         10.      Changes in Capital.

         (a)      The existence of the Plan and any Options granted hereunder
shall not affect in any way the right or power of the Board or the stockholders
of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company's capital structure or its
business, any merger or consolidation of the Company or an Affiliate, any issue
of debt, preferred or prior preference stock ahead of or affecting Stock, the
authorization or issuance of additional shares of Stock, the dissolution or
liquidation of the Company or its Affiliates, any sale or transfer of all or
part of its assets or business or any other corporate act or proceeding.

         (b)      (i) Upon changes in the outstanding Stock by reason of a stock
dividend, stock split, reverse stock split, subdivision, recapitalization,
reclassification, merger, consolidation (whether or not the Company is a
surviving corporation), combination or exchange of shares of Stock, separation,
or reorganization, or in the event of an extraordinary dividend, "spin-off,"
liquidation, other substantial distribution of assets of the Company or
acquisition of property or stock or other change in capital of the Company, or
the issuance by the Company of shares of its capital stock without receipt of
full consideration therefor, or rights or securities exercisable, convertible or
exchangeable for shares of such capital stock, or any similar change affecting
the Company's capital structure, the aggregate number, class and kind of shares
of stock available


                                      -12-
<PAGE>

under the Plan as to which Options may be granted, the Award Limit and the
number, class and kind of shares under each outstanding Option and the exercise
price per share applicable to any such Options shall be appropriately adjusted
by the Committee in its discretion to preserve the benefits or potential
benefits intended to be made available under the Plan or with respect to any
outstanding Options or otherwise necessary to reflect any such change.

         (ii)     Fractional shares of Stock resulting from any adjustment in
Options pursuant to Section 10(b)(i) shall be aggregated until, and eliminated
at, the time of exercise of the affected Options. Notice of any adjustment shall
be given by the Committee to each Optionee whose Option has been adjusted and
such adjustment (whether or not such Notice is given) shall be effective and
binding for all purposes of the Plan.

         (c)      In the event of a Change in Control:

                           (1)      Immediately prior thereto, all outstanding
         Options shall automatically be accelerated and become immediately
         exercisable as to all of the shares of Stock covered thereby,
         notwithstanding anything to the contrary in the Plan or the Agreement.

                           (2)      In its discretion, and on such terms and
         conditions as it deems appropriate, the Committee may provide, either
         by the terms of the Agreement applicable to any Option or by resolution
         adopted prior to the occurrence of the Change in Control, that any
         outstanding Option shall be adjusted by substituting for each share of
         Stock subject to such Option immediately prior to the transaction
         resulting in the Change in Control the consideration (whether stock or
         other securities of the surviving corporation or any successor
         corporation to the Company, or a parent or subsidiary thereof, or that
         may be issuable by another corporation that is a party to the
         transaction resulting in the Change in Control, or other property)
         received in such transaction by holders of Stock for each share of
         Stock held on the closing or effective date of such transaction, in
         which event, the aggregate exercise price of the Option shall remain
         the same; provided, however, that if such consideration received in the
         transaction is not solely stock of a successor, surviving or other
         corporation, the Committee may provide for the consideration to be
         received upon exercise of the Option, for each share of Stock subject
         to the Option, to be solely stock of the successor, surviving or other
         corporation, as applicable, equal in fair market value, as determined
         by the Committee, to the per share consideration received by holders of
         Stock in the Change in Control transaction.

                           (3)      In its discretion, and on such terms and
         conditions as it deems appropriate, the Committee may provide, either
         by the terms of the Agreement applicable to any Option or by resolution
         adopted prior to the occurrence of the Change in Control, that any
         outstanding Option shall be converted into a right to receive cash on
         or following the closing date or expiration date of the transaction
         resulting in the Change in Control in an amount equal to the highest
         value of the consideration to be received in connection with such
         transaction for one share of Stock, or, if higher, the highest Fair
         Market Value of the Stock during the thirty (30) consecutive business
         days immediately prior to the closing date or expiration date of such
         transaction, less the per share exercise price of such Option,
         multiplied by the number of shares of Stock subject to such Option, or
         a portion thereof.


                                      -13-
<PAGE>

                           (4)      The Committee may, in its discretion,
         provide that an Option cannot be exercised after such a Change in
         Control, to the extent that such Option is or becomes fully exercisable
         on or before such Change in Control or is subject to any acceleration,
         adjustment or conversion in accordance with the foregoing paragraphs
         (1), (2) or (3) of this Section 10.

No Optionee shall have any right to prevent the consummation of any of the
foregoing acts affecting the number of shares of Stock available to such
Optionee. Any actions or determinations of the Committee under this subsection
10(c) need not be uniform as to all outstanding Options, nor treat all Optionees
identically. Notwithstanding the foregoing adjustments, in no event may any
Option be exercised after ten (10) years from the date it was originally
granted, and any changes to ISOs pursuant to this Section 10 shall, unless the
Committee determines otherwise, only be effective to the extent such adjustments
or changes do not cause a "modification" (within the meaning of Section
424(h)(3) of the Code) of such ISOs or adversely affect the tax status of such
ISOs.

11.      Miscellaneous Provisions.

         (a)      The Plan shall be unfunded. The Company shall not be required
to establish any special or separate fund or to make any other segregation of
assets to assure the issuance of shares of Stock or the payment of cash upon
exercise or payment of any Option. Proceeds from the sale of shares of Stock
pursuant to Options granted under the Plan shall constitute general funds of the
Company.

         (b)      Except as otherwise provided in this paragraph (b) of Section
11 or by the Committee, an Option by its terms shall be personal and may not be
sold, transferred, pledged, assigned, encumbered or otherwise alienated or
hypothecated otherwise than by will or by the laws of descent and distribution
and shall be exercisable during the lifetime of an Optionee only by him or her.
An Agreement may permit the exercise or payment of an Optionee's Option (or any
portion thereof) after his or her death by or to the beneficiary most recently
named by such Optionee in a written designation thereof filed with the Company,
or, in lieu of any such surviving beneficiary, as designated by the Optionee by
will or by the laws of descent and distribution. In the event any Option is
exercised by the executors, administrators, heirs or distributees of the estate
of a deceased Optionee, or such an Optionee's beneficiary, or the transferee of
an Option, in any such case pursuant to the terms and conditions of the Plan and
the applicable Agreement and in accordance with such terms and conditions as may
be specified from time to time by the Committee, the Company shall be under no
obligation to issue Stock thereunder unless and until the Committee is satisfied
that the person or persons exercising such Option is the duly appointed legal
representative of the deceased Optionee's estate or the proper legatee or
distributee thereof or the named beneficiary of such Optionee, or the valid
transferee of such Option, as applicable.

         (c)      (i) If at any time the Committee shall determine, in its
discretion, that the listing, registration and/or qualification of shares of
Stock upon any securities exchange or under any state or Federal or foreign law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the sale or purchase of
shares of Stock hereunder, no Option may be granted, exercised or paid in whole
or in part unless and until


                                      -14-
<PAGE>

such listing, registration, qualification, consent and/or approval shall have
been effected or obtained, or otherwise provided for, free of any conditions not
acceptable to the Committee.

                  (ii)     If at any time counsel to the Company shall be of the
         opinion that any sale or delivery of shares of Stock pursuant to an
         Option is or may be in the circumstances unlawful or result in the
         imposition of excise taxes on the Company or any Affiliate under the
         statutes, rules or regulations of any applicable jurisdiction, the
         Company shall have no obligation to make such sale or delivery, or to
         make any application or to effect or to maintain any qualification or
         registration under the Securities Act, or otherwise with respect to
         shares of Stock or Options and the right to exercise any Option shall
         be suspended until, in the opinion of such counsel, such sale or
         delivery shall be lawful or will not result in the imposition of excise
         taxes on the Company or any Affiliate.

                  (iii)    Upon termination of any period of suspension under
         this Section 11(c), any Option affected by such suspension which shall
         not then have expired or terminated shall be reinstated as to all
         shares available before such suspension and as to the shares which
         would otherwise have become available during the period of such
         suspension, but no suspension shall extend the term of any Option.

         (d)      The Committee may require each person receiving Stock in
connection with any Option under the Plan to represent and agree with the
Company in writing that such person is acquiring the shares of Stock for
investment without a view to the distribution thereof. The Committee, in its
absolute discretion, may impose such restrictions on the ownership and
transferability of the shares of Stock purchasable or otherwise receivable by
any person under any Option as it deems appropriate. Any such restrictions shall
be set forth in the applicable Agreement, and the certificates evidencing such
shares may include any legend that the Committee deems appropriate to reflect
any such restrictions.

         (e)      By accepting any benefit under the Plan, each Optionee and
each person claiming under or through such Optionee shall be conclusively deemed
to have indicated their acceptance and ratification of, and consent to, all of
the terms and conditions of the Plan and any action taken under the Plan by the
Committee, the Company or the Board, in any case in accordance with the terms
and conditions of the Plan.

         (f)      In the discretion of the Committee, an Optionee may elect
irrevocably (at a time and in a manner determined by the Committee) prior to
exercising an Option that delivery of shares of Stock upon such exercise shall
be deferred until a future date and/or the occurrence of a future event or
events, specified in such election. Upon the exercise of any such Option and
until the delivery of any deferred shares under this paragraph (f) of Section
11, the number of shares otherwise issuable to the Optionee shall be credited to
a memorandum account in the records of the Company or its designee and any
dividends or other distributions payable on such shares shall be deemed
reinvested in additional shares of Stock, in a manner determined by the
Committee, until all shares of Stock credited to such Optionee's memorandum
account shall become issuable pursuant to the Optionee's election.

         (g)      The Committee may, in its discretion, extend one or more loans
to Optionees who are directors, key employees or consultants of the Company or
an Affiliate in connection with


                                      -15-
<PAGE>

the exercise or receipt of an Option granted to any such individual. The terms
and conditions of any such loan shall be established by the Committee.

         (h)      Neither the adoption of the Plan nor anything contained herein
shall affect any other compensation or incentive plans or arrangements of the
Company or any Affiliate, or prevent or limit the right of the Company or any
Affiliate to establish any other forms of incentives or compensation for their
directors, employees or consultants or grant or assume options or other rights
otherwise than under the Plan.

         (i)      The Plan shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to such state's conflict of
law provisions, and, in any event, except as superseded by applicable Federal
law.

         (j)      The words "Section," "subsection" and "paragraph" herein shall
refer to provisions of the Plan, unless expressly indicated otherwise. Wherever
any words are used in the Plan or any Agreement in the masculine gender they
shall be construed as though they were also used in the feminine gender in all
cases where they would so apply, and wherever any words are used herein in the
singular form they shall be construed as though they were also used in the
plural form in all cases where they would so apply.

         (k)      The Company shall bear all costs and expenses incurred in
administering the Plan, including expenses of issuing Stock pursuant to any
Options granted hereunder.

12.      Limits of Liability.

         (a)      Any liability of the Company or an Affiliate to any Optionee
with respect to any Option shall be based solely upon contractual obligations
created by the Plan and the Agreement.

         (b)      None of the Company, any Affiliate, any member of the
Committee or the Board or any other person participating in any determination of
any question under the Plan, or in the interpretation, administration or
application of the Plan, shall have any liability, in the absence of bad faith,
to any party for any action taken or not taken in connection with the Plan,
except as may expressly be provided by statute.

         13.      Limitations Applicable to Certain Options Subject to Exchange
Act Section 16 and Code Section 162(m). Unless stated otherwise in an Optionee's
Agreement, notwithstanding any other provision of the Plan, any Option granted
to an officer or director of the Company who is then subject to Section 16 of
the Exchange Act, shall be subject to any additional limitations set forth in
any applicable exemptive rule under Section 16 of the Exchange Act (including
Rule 16b-3, or any successor rule, as the same may be amended from time to time)
that are requirements for the application of such exemptive rule, and the Plan
and applicable Agreement shall be deemed amended to the extent necessary to
conform to such limitations. Furthermore, unless stated otherwise in an
Optionee's Agreement, notwithstanding any other provision of the Plan, any
Option granted to an employee of the Company or an Affiliate intended to qualify
as "other performance-based compensation" as described in Section 162(m)(4)(C)
of the Code shall be subject to any additional limitations set forth in Section
162(m) of the Code or any regulations or rulings issued thereunder (including
any amendment to any of the foregoing) that are requirements for qualification
as "other performance-based compensation" as described in


                                      -16-
<PAGE>

Section 162(m)(4)(C) of the Code, and the Plan and applicable Agreement shall be
deemed amended to the extent necessary to conform to such requirements.

         14.      Amendments and Termination. The Board may, at any time and
with or without prior notice, amend, alter, suspend or terminate the Plan,
retroactively or otherwise; provided, however, unless otherwise required by law
or specifically provided herein, no such amendment, alteration, suspension or
termination shall be made which would impair the previously accrued rights of
any holder of an Option theretofore granted without his or her written consent,
or which, without first obtaining approval of the stockholders of the Company
(where such approval is necessary to satisfy (i) any applicable requirements
under the Code relating to ISOs or for exemption from Section 162(m) of the
Code: (ii) the then-applicable requirements of Rule 16b-3 promulgated under the
Exchange Act, or any successor rule, as the same may be amended from time to
time; or (iii) any other applicable law, regulation or rule), would:

                  (a)      except as is provided in Section 10, increase the
                           maximum number of shares of Stock which may be sold
                           or awarded under the Plan or increase the limitations
                           set forth in Section 6(k) on the maximum number of
                           shares of Stock that may be subject to Options
                           granted to an Optionee;

                  (b)      except as is provided in Section 10, decrease the
                           minimum option exercise price requirements of Section
                           6(a);

                  (c)      change the class of persons eligible to receive
                           Options under the Plan; or

                  (d)      extend the duration of the Plan or the period during
                           which Options may be exercised under Section 6(b).

The Committee may amend the terms of any Option theretofore granted, including
any Agreement, retroactively or prospectively, but no such amendment shall
impair the previously accrued rights of any Optionee without his or her written
consent.

         15.      Duration. Following adoption of the Plan by the Board, the
Plan shall become effective immediately, subject to the approval of the Plan by
the holders of a majority of the Company's outstanding Stock which is present
and voted at a meeting, or by written consent in lieu of a meeting, which
approval must occur within the period ending twelve (12) months after the date
the Plan is adopted by the Board. The effectiveness of any Options granted prior
to such stockholder approval shall be specifically subject to and conditioned
upon, and no such Option shall be vested or exercisable until, such stockholder
approval. If the Plan is not so approved by the Company's stockholders, the Plan
shall not become effective, and shall terminate immediately, and any Options
previously granted shall thereupon be automatically canceled and deemed to have
been null and void ab initio. The Plan shall terminate upon the earliest to
occur of:

                  (a)      the effective date of a resolution adopted by the
                           Board terminating the Plan;


                                      -17-
<PAGE>

                  (b)      the date all shares of Stock subject to the Plan are
                           delivered pursuant to the Plan's provisions; or

                  (c)      ten (10) years from the date the Plan is approved by
                           the Company's stockholders.

No Option may be granted under the Plan after the earliest to occur of the
events or dates described in the foregoing paragraphs (a) through (c) of this
Section 15; however, Options theretofore granted may extend beyond such date.

No such termination of the Plan shall affect the previously accrued rights of
any Optionee hereunder and all Options previously granted hereunder shall
continue in force and in operation after the termination of the Plan, except as
they may be otherwise terminated in accordance with the terms of the Plan or the
Agreement.


                                      -18-