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                                                                    EXHIBIT 10.8


                        BEACON EDUCATION MANAGEMENT, INC.

                      2000 STOCK INCENTIVE PLAN, AS AMENDED

SECTION 1. PURPOSE; DEFINITIONS.

         The purpose of this Plan is to enable the Company to attract, retain
and reward directors, officers and key employees of and consultants to the
Company and its Subsidiaries, and to strengthen the mutuality of interests
between such directors, officers, key employees and consultants by awarding such
directors, officers, key employees and consultants stock options, other equity
interests or equity-based incentives in the Company. The creation of the Plan
shall not diminish or prejudice other compensation programs approved from time
to time by the Board.

         For purposes of the Plan, the following terms are defined as set forth
below:

         A.       "Award" means the grant of a Stock Option, Restricted Stock;
Stock Appreciation Right or other Stock Based Award.

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

         C.       "Book Value" of the Common Stock means book value of the
issued and outstanding shares of Common Stock as determined by the Company's
certified public accountants on the basis of the Company's most recent audited
consolidated balance sheet if the relevant date of determination of Book Value
is June 30, or, if the relevant date of determination of Book Value is September
30, December 31 or March 31, as determined by the Company's accountants in
accordance with generally accepted accounting principles and practices applied
on a consistent basis.

         D.       "Cause" means the Optionee's fraud, embezzlement, defalcation,
gross negligence in performance or nonperformance of the Optionee's duties, or
failure or refusal to perform the Optionee's duties (other than as a result of
Disability) at any time;

         E.       "Change in Control" has the meaning provided in Section 9(b)
of the Plan.

         F.       "Change in Control Price" has the meaning provided in
Section 9(d) of the Plan.

         G.       "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor thereto.

         H.       "Committee" means the Committee referred to in Section 2 of
this Plan.

         I.       "Common Stock" means the Company's common stock, par value
$0.01 per share.


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         J.       "Company" means Beacon Education Management, Inc., a
corporation organized under the laws of the State of Delaware, or any successor
corporation.

         K.       "Disability" means, at the discretion of the Committee, (i) a
condition in which an individual shall, as a result of bodily injury or disease,
be prevented thereby from engaging in any business or occupation and from
performing any and all work for compensation or profit, as determined by the
Committee or (ii) disability as defined in the Company's disability insurance
policy as in effect from time to time.

         L.       "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.

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

                  (i) Where there exists a public market for the Common Stock,
         the Fair Value shall be (A) the closing price for a share of Common
         Stock for the last market trading day prior to the time of the
         determination (or, if no closing price was reported on that date, on
         the last trading date on which a closing price was reported) on the
         stock exchange determined by the Committee to be the primary market for
         the Common Stock or the Nasdaq National Market, whichever is applicable
         or (B) if the Common Stock is not traded on any such exchange or
         national market system, the average of the closing bid and asked prices
         of a share of Common stock of Common Stock on the Nasdaq Small Cap
         Market for the day prior to the time of the determination (or, if no
         such prices were reported on that date, on the last date on which such
         prices were reported), in each case, as reported in The Wall Street
         Journal or such other source as the Committee deems reliable; or (ii)
         in the absence of an established market for the Common Stock of the
         type described in (i), above, the Fair Value thereof shall be
         determined by the Committee in good faith taking into account as
         appropriate recent sales of the Common Stock, recent valuations of the
         Common Stock, the lack of liquidity of the Common Stock, the fact that
         the Common Stock may represent a minority interest and such other
         factors as the Committee shall in its discretion deem relevant or
         appropriate; provided, however, that, in the absence of any recent
         valuations or recent sales of the Common Stock, the Committee may treat
         the Book Value of the Common Stock as the Fair Value.

         N.       "Immediate Family" means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law, and shall include
adoptive relationships.

         O.       "Incentive Stock Option" means any Stock Option intended to be
and designated as an "Incentive Stock Option" within the meaning of Section 422
of the Code.


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         P.       "Non-Qualified Stock Option" means any Stock Option that is
not an Incentive Stock Option.

         Q.       "Optionee" means a director, officer or key employee of, or a
consultant to, the Company or any of its Subsidiaries who has received an award
of an Incentive Stock Option or a Nonqualified Stock Option pursuant to the
Plan.

         R.       "Other Stock-Based Award" means an award under Section 8 that
is valued in whole or in part by reference to, or is otherwise based on, the
Common Stock.

         S.       "Performance-Based Compensation" means compensation qualifying
as "performance-based compensation" under Section 162(m) of the Code.

         T.       "Plan" means this Beacon Education Management, Inc. 2000 Stock
Incentive Plan, as amended from time to time.

         U.       "Public Offering" means an offering to the general public in
the United States through a syndicate of professional investment bankers acting
as underwriters on a firm commitment basis of shares of Common Stock, which
offering was then made the subject of an effective registration statement filed
by the Company with the United States Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.

         V.       "Restricted Stock" means an award of shares of Common Stock
that is subject to restrictions under Section 7 below.

         W.       "Retirement" means retirement (i) after five years of active
service and otherwise in accordance with the Company's tax-qualified retirement
plans or (ii) with the consent of the Committee.

         X.       "Stock Appreciation Right" means an award granted under
Section 6 below.

         Y.       "Stock Option" or "Option" means any option to purchase shares
of Common Stock (including Restricted Stock, if the Committee so determines)
granted under Section 5 below.

         Z.       "Subsidiary" means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

SECTION 2. ADMINISTRATION.

         The Plan shall be administered by a Committee of not less than two
members of the Board who shall be appointed by the Board and who shall serve at
the pleasure of the


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Board. The functions of the Committee specified in the Plan may be exercised by
an existing Committee of the Board. If the Common Stock becomes the subject of a
Public Offering, each member of the Committee shall be a "nonemployee director"
within the meaning of Rule 16b-3 of the Exchange Act, or any successor rules or
regulations. In the absence of a Committee, the Plan may be administered by the
Board, which shall be considered the Committee for purposes of the Plan.
Notwithstanding the foregoing, as of and after the date that the exemption for
the Plan under Section 162(m) of the Code expires, as set forth in Section 14
herein, grants of Awards to any Covered Employee intended to qualify as
Performance-Based Compensation shall be made only by a Committee (or
subcommittee of a Committee) which is comprised solely of two or more Directors
eligible to serve on a committee making Awards qualifying as Performance-Based
Compensation. In the case of such Awards granted to Covered Employees,
references to the "Committee" shall be deemed to be references to such Committee
or subcommittee.

         The Committee shall have authority to grant, pursuant to the terms of
the Plan, to directors, officers, key employees, and consultants eligible under
Section 4: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted
Stock and/or (iv) Other Stock-Based Awards.

         In particular, the Committee shall have the authority, consistent with
the terms of the Plan:

         (a)      to select the directors, officers and key employees of and
                  consultants to the Corporation and its Subsidiaries to whom
                  Stock Options, Stock Appreciation Rights, Restricted Stock
                  and/or Other Stock-Based Awards may from time to time be
                  granted hereunder;

         (b)      to determine whether and to what extent Incentive Stock
                  Options, Non-Qualified Stock Options, Stock Appreciation
                  Rights, Restricted Stock and/or Other Stock-Based Awards, or
                  any combination thereof, are to be granted hereunder to one or
                  more eligible persons;

         (c)      to determine the number of shares to be covered by each such
                  award granted hereunder;

         (d)      to determine the terms and conditions, not inconsistent with
                  the terms of the Plan, of any award granted hereunder
                  (including, but not limited to, the share price and any
                  restriction or limitation, or any vesting, acceleration or
                  waiver of forfeiture restrictions regarding any Stock Option
                  or other award and/or the shares of Common Stock relating
                  thereto, based in each case on such factors as the Committee
                  shall determine, in its sole discretion); and to amend or
                  waive any such terms and conditions;


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         (e)      to determine whether and under what circumstances a Stock
                  Option may be settled in cash or Restricted Stock under
                  Section 5(h) or (i), as applicable, instead of Common Stock;

         (f)      to determine whether, to what extent, and under what
                  circumstances Option grants and/or other awards under the Plan
                  are to be made, and operate, on a tandem basis vis-a-vis other
                  awards under the Plan;

         (g)      to determine whether to require payment withholding
                  requirements in shares of Common Stock;

         (h)      to adopt, alter, and repeal such rules, guidelines, and
                  practices governing the Plan as it shall, from time to time,
                  deem advisable;

         (i)      to determine whether any award is to be canceled pursuant to
                  Section 8 of the Plan;

         (j)      to determine whether to repurchase Common Stock pursuant to
                  Section 13 of the Plan;

         (k)      to interpret the terms and provisions of the Plan and any
                  award issued under the Plan (and any agreements relating
                  thereto); and

         (l)      to otherwise supervise the administration of the Plan.

         The Committee shall have the authority to adopt, alter, and repeal such
rules, guidelines, and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan.

         All decisions made by the Committee pursuant to the provisions of the
Plan shall be made in the Committee's sole discretion and shall be final and
binding on all persons, including the Company and Plan participants.

SECTION 3. SHARES OF COMMON STOCK SUBJECT TO PLAN; ADJUSTMENT OF SHARES
           AND AWARDS.

         The aggregate number of shares of Common Stock reserved and available
for distribution under the Plan shall not exceed 313,440 shares. Such shares of
Common Stock may consist, in whole or in part, of authorized and unissued shares
or treasury shares.

         Following the date that the exemption from application of Section
162(m) of the Code described in Section 14 (or any exemption having similar
effect) ceases to apply to Awards, the maximum number of Shares of Common Stock
with respect to which



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Options and Stock Appreciation Rights may be granted to any participant in any
fiscal year of the Company shall be One Hundred Thousand (100,000) shares. If
any shares of Common Stock that have been optioned cease to be subject to a
Stock Option, or if any shares of Common Stock that are subject to any award of
Restricted Stock or Other Stock-Based Award granted hereunder are forfeited
prior to the payment of any dividends, if applicable, with respect to such
shares of Common Stock, or any such award otherwise terminates without a payment
being made to the participant in the form of Common Stock, such shares shall
again be available for distribution in connection with future awards under the
Plan.

         In the event of any merger, reorganization, consolidation,
recapitalization, extraordinary cash dividend, stock dividend, stock split or
other change in corporate structure affecting the Common Stock, an appropriate
substitution or adjustment shall be made in the maximum number of shares that
may be awarded under the Plan, in the limitation on the number of shares that
may be subject to Options and Stock Appreciation Rights, in the number and price
of shares subject to outstanding Options and Stock Appreciation Rights or other
awards granted under the Plan as may be determined to be appropriate by the
Committee, in its sole discretion, provided that the number of shares subject to
any award shall always be a whole number.

SECTION 4. ELIGIBILITY.

         Directors, officers and key employees of and consultants to the Company
and its Subsidiaries who are responsible for or contribute to the management,
growth or profitability of the business of the Company and its Subsidiaries are
eligible to be granted awards under the Plan.

SECTION 5. STOCK OPTIONS.

         Stock Options may be granted alone, in addition to, or in tandem with
other awards granted under the Plan. Any Stock Option granted under the Plan
shall be in such form as the Committee may from time to time approve.

         Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options. Incentive Stock Options may
be granted only to individuals who are employees of the Company or any
Subsidiary of the Company.

         The Committee shall have the authority to grant Incentive Stock
Options, Non-Qualified Stock Options, or both types of Stock Options to any
participant; provided, however, that Incentive Stock Options may not be granted
to any person who is not an employee of the Company or any Subsidiary.

         Options granted under the Plan shall be subject to the following terms
and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.


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                  (a) Option Price. The option price per share of Common Stock
         purchasable under a Stock Option shall be determined by the Committee
         at the time of grant but shall be not less than 100% (or, in the case
         of any employee who owns stock possessing more than 10% of the total
         combined voting power of all classes of stock of the Company or of any
         of its Subsidiaries, not less than 110%) of the Fair Value of the
         Common Stock at grant, in the case of Incentive Stock Options, and not
         less than 50% of the Fair Value of the Common Stock at grant, in the
         case of Non-Qualified Stock Options.

                  (b) Option Term. The term of each Stock Option shall be fixed
         by the Committee, but no Option shall be exercisable more than ten
         years (or, with respect to Incentive Stock Options in the case of an
         employee who owns stock possessing more than 10% of the total combined
         voting power of all classes of stock of the Company or any of its
         Subsidiaries or parent Companies, more than five years) after the date
         the Option is granted.

                  (c) Exercisability. Stock Options shall be exercisable at such
         time or times and subject to such terms and conditions as shall be
         determined by the Committee at or after grant. The Committee may
         provide that a Stock Option shall vest over a period of future service
         at a rate specified at the time of grant, or that the Stock Option is
         exercisable only in installments. If the Committee provides, in its
         sole discretion, that any Stock Option is exercisable only in
         installments, the Committee may waive such installment exercise
         provisions at any time at or after grant, in whole or in part, based on
         such factors as the Committee shall determine in its sole discretion.
         The Committee may establish performance conditions or other conditions
         to the exercisability of any Stock Options, as determined by the
         Committee in its sole discretion, which conditions may be waived by the
         Committee in its sole discretion.

                  (d) Method of Exercise. Subject to whatever installment
         exercise restrictions apply under Section 5(c), Stock Options may be
         exercised in whole or in part at any time during the option period, by
         giving written notice of exercise to the Company specifying the number
         of shares to be purchased. Such notice shall be accompanied by payment
         in full of the purchase price, either by check, note, or such other
         instrument as the Committee may accept. As determined by the Committee,
         in its sole discretion, at or (except in the case of an Incentive Stock
         Option) after grant, payment in full or in part may also be made in the
         form of unrestricted shares of Common Stock already owned by the
         optionee for at least six months. If payment of the exercise price is
         made in part or in full with Common Stock, the Committee may award to
         the employee a new Stock Option to replace the Common Stock which was
         surrendered. If payment of the option exercise price of a Non-Qualified
         Stock Option is made in whole or in part in the form of Restricted
         Stock, such Restricted Stock (and any replacement shares relating
         thereto) shall remain (or be) restricted in accordance with the
         original terms of the Restricted Stock award in question, and any
         additional shares of



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         Common Stock received upon the exercise shall be subject to the same
         forfeiture or other restrictions, unless otherwise determined by the
         Committee, in its sole discretion, at or after grant. No shares of
         Common Stock shall be issued until full payment therefor has been
         made. An Optionee shall generally have the rights to dividends or
         other rights of a stockholder with respect to shares subject to the
         Option when the Optionee has given written notice of exercise, has
         paid in full for such shares, has entered into an Option Agreement as
         provided in Section 9 and, if requested, has given the representation
         described in Section 11(a).

                  (e) Non-Transferability of Options. No Stock Option shall be
         transferable by the Optionee other than (i) by will or by the laws of
         descent and distribution or (ii) with the prior written consent of the
         Committee, and all Stock Options shall be exercisable, during the
         Optionee's lifetime, only by the Optionee; provided, however, that no
         Incentive Stock Option shall be transferable by the Optionee other than
         by will or by the laws of descent and distribution.

                  (f) Termination of Employment or Services.

                  (1) Termination by Death. Subject to Section 5(g), if an
                  Optionee's employment by the Company and any Subsidiary
                  terminates by reason of death, any Stock Option held by such
                  Optionee may thereafter be exercised, to the extent such
                  Option was exercisable at the time of death or (except in the
                  case of an Incentive Stock Option) on such accelerated basis
                  as the Committee may determine at or after grant (or except in
                  the case of an Incentive Stock Option, as may be determined in
                  accordance with procedures established by the Committee) by
                  the legal representative of the estate or by the legatee of
                  the Optionee under the will of the Optionee, for a period of
                  one year (or such other period as the Committee may specify at
                  or after grant) from the date of such death or until the
                  expiration of the stated term of such Stock Option, whichever
                  period is the shorter.

                           (2) Termination by Reason of Disability. Subject to
                  Section 5(g), if an Optionee's employment by the Company and
                  any Subsidiary terminates by reason of Disability, any Stock
                  Option held by such optionee may thereafter be exercised by
                  the optionee, to the extent it was exercisable at the time of
                  termination or (except in the case of an Incentive Stock
                  Option) on such accelerated basis as the Committee may
                  determine at or after grant (or, except in the case of an
                  Incentive Stock Option, as may be determined in accordance
                  with procedures established by the Committee), for a period of
                  (i) two years (or such other period as the Committee may
                  specify at or after grant) from the date of such termination
                  of employment or until the expiration of the stated term of
                  such Stock Option, whichever period is the shorter, in the
                  case of a Non-Qualified Stock Option and (ii) one year from
                  the date of termination of employment or until the expiration
                  of the stated term of such Stock Option, whichever period is
                  shorter, in the case of an Incentive Stock Option; provided



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                  however, that, if the Optionee dies within the period
                  specified in (i) above (or other such period as the committee
                  shall specify at or after grant), any unexercised
                  Non-Qualified Stock Option held by such Optionee shall
                  thereafter be exercisable to the extent to which it was
                  exercisable at the time of death for a period of one year from
                  the date of such death or until the expiration of the stated
                  term of such Stock Option, whichever period is shorter. In the
                  event of termination of employment by reason of Disability, if
                  an Incentive Stock Option is exercised after the expiration of
                  the exercise period applicable to Incentive Stock Options, but
                  before the expiration of any period that would apply if such
                  Stock Option were a Non-Qualified Stock Option, such Stock
                  Option will thereafter be treated as a Non-Qualified Stock
                  Option.

                           (3) Termination by Reason of Retirement. Subject to
                  Section 5(g), if an Optionee's employment by the Company and
                  any Subsidiary or (except in the case of an Incentive Stock
                  Option) Affiliate terminates by reason of Retirement, any
                  Stock Option held by such Optionee may thereafter be exercised
                  by the Optionee, to the extent it was exercisable at the time
                  of such Retirement or (except in the case of an Incentive
                  Stock Option) on such accelerated basis as the Committee may
                  determine at or after grant (or, except in the case of an
                  Incentive Stock Option, as may be determined in accordance
                  with procedures established by the Committee), for a period of
                  (i) one year (or such other period as the Committee may
                  specify at or after grant) from the date of such termination
                  of employment or the expiration of the stated term of such
                  Stock Option, whichever period is the shorter, in the case of
                  a Non-Qualified Stock Option and (ii) three months from the
                  date of such termination of employment or the expiration of
                  the stated term of such Stock Option, whichever period is the
                  shorter, in the event of an Incentive Stock Option; provided
                  however, that, if the Optionee dies within the period
                  specified in (i) above (or other such period as the Committee
                  shall specify at or after grant), any unexercised
                  Non-Qualified Stock Option held by such Optionee shall
                  thereafter be exercisable to the extent to which it was
                  exercisable at the time of death for a period of one year from
                  the date of such death or until the expiration of the stated
                  term of such Stock Option, whichever period is shorter. In the
                  event of termination of employment by reason of Retirement, if
                  an Incentive Stock Option is exercised after the expiration of
                  the exercise period applicable to Incentive Stock Options, but
                  before the expiration of the period that would apply if such
                  Stock Option were a Non-Qualified Stock Option, the option
                  will thereafter be treated as a Non-Qualified Stock Option.

                           (4) Other Termination. Subject to Section 5(g),
                  unless otherwise determined by the Committee (or pursuant to
                  procedures established by the Committee) at or (except in the
                  case of an Incentive Stock Option) after grant, (a) if an
                  Optionee's employment by the



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                  Company and any Subsidiary is involuntarily terminated for
                  any reason other than death, Disability or Retirement, or
                  (b) if an Optionee voluntarily terminates employment (except
                  for Disability or Retirement) with the Company and any
                  Subsidiary, the Stock Option shall thereupon terminate,
                  except that such Stock Option may be exercised, to the
                  extent otherwise then exercisable, for the lesser of three
                  months or the balance of such Stock Option's term, but with
                  respect to an involuntary termination, only if the
                  involuntary termination is without Cause.

                  (g) Incentive Stock Options. Except in connection with the
         exercise of the Company's rights under any applicable Option Agreement,
         no term of this Plan relating to Incentive Stock Options shall be
         interpreted, amended, or altered, nor shall any discretion or authority
         granted under the Plan be so exercised, so as to disqualify the Plan
         under Section 422 of the Code, or, without the consent of the
         Optionee(s) affected, to disqualify any Incentive Stock Option under
         such Section 422. To the extent that the aggregate Fair Value of shares
         subject to Options designated as Incentive Stock Options which become
         exercisable for the first time by an optionee during any calendar year
         (under all plans of the Company or any Parent or Subsidiary) exceeds
         $100,000, such excess Options, to the extent of the shares covered
         thereby in excess of the foregoing limitation, shall be treated as
         Non-Qualified Stock Options. For this purpose, Incentive Stock Options
         shall be taken into account in the order in which they were granted,
         and the Fair Value of the shares shall be determined as of the grant of
         the relevant Option. To the extent permitted under Section 422 of the
         Code or the applicable regulations thereunder or any applicable
         Internal Revenue Service pronouncement:

                  (1) if (x) a participant's employment is terminated by reason
                  of death, Disability, or Retirement and (y) the portion of any
                  Incentive Stock Option that is otherwise exercisable during
                  the post-termination period specified under Section 5(f),
                  applied without regard to the $100,000 limitation contained in
                  Section 422(d) of the Code, is greater than the portion of
                  such Option that is immediately exercisable as an "Incentive
                  Stock Option" during such post-termination period under
                  Section 422, such excess shall be treated as a Non-Qualified
                  Stock Option; and

                  (2) the Committee may, with the consent of the participant or
                  in connection with the exercise of the Company's rights under
                  any applicable Option Agreement, treat any Incentive Stock
                  Option as a Non-Qualified Stock Option.

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


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                  (i) Settlement Provisions. If the Option Agreement so provides
         at grant or (except in the case of an Incentive Stock Option) is
         amended after grant and prior to exercise to so provide (with the
         Optionee's consent), the Committee may require that all or part of the
         shares to be issued with respect to the spread value of an exercised
         Option take the form of Restricted Stock, which shall be valued on the
         date of exercise on the basis of the Fair Value (as determined by the
         Committee) of such Restricted Stock determined without regard to the
         forfeiture restrictions involved.

                  (j) Performance and Other Conditions. The Committee may
         condition the exercise of any Option upon the attainment of specified
         performance goals or other factors as the Committee may determine, in
         its sole discretion. Unless specifically provided in the Option
         Agreement, any such conditional Option shall vest immediately prior to
         its expiration if the conditions to exercise have not theretofore been
         satisfied.

SECTION 6. STOCK APPRECIATION RIGHTS.

                  (a) Grant of Rights. Subject to the following terms and
         conditions, the Committee may grant Stock Appreciation Rights in such
         form and upon such terms (including price, if any) and conditions,
         including the attainment of performance goals, as the Committee may
         from time to time determine.

                  (b) Exercise or Maturity. Upon the exercise or maturity of a
         Stock Appreciation Right, the participant shall be entitled to receive
         an amount in cash and/or shares of Common Stock (as provided in the
         award agreement or as determined by the Committee in its sole
         discretion if the form of payment is not set forth in the award
         agreement) equal to the excess of the Fair Value of one share of Common
         Stock on the date of exercise or maturity over the specified price
         (which may be the Fair Value as of the date of grant), multiplied by
         the number of shares in respect of which the Stock Appreciation Right
         has been exercised or with respect to which the Stock Appreciation
         Right has matured. Depending on the terms of the award, payment may be
         made only on exercise, after the Stock Appreciation Right has vested
         and any conditions to the exercise of the Stock Appreciation Right have
         been satisfied, or payment may be made automatically on or after a
         specified maturity date. The participant shall be entitled to exercise
         Stock Appreciation Rights (regardless of separate grant dates), no more
         than once each calendar year, except to the extent additional exercises
         in any calendar year are permitted by the Committee in a particular
         situation.

                  (c) Term. The term of each Stock Appreciation Right shall be
         fixed by the Committee, but no Stock Appreciation Right shall be
         exercisable or have a maturity date more than ten years after it is
         granted. Any Stock Appreciation Rights awarded pursuant to the Plan
         will terminate on the same terms as a Nonqualified Stock Option awarded
         pursuant to the Plan following the termination of the holder's
         employment or service.



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SECTION 7. RESTRICTED STOCK.

                  (a)      Administration. Shares of Restricted Stock may be
issued either alone, in addition to, or in tandem with other awards granted
under the Plan. The Committee shall determine the eligible persons to whom, and
the time or times at which, grants of Restricted Stock will be made, the number
of shares of Restricted Stock to be awarded to any person, the price (if any) to
be paid by the recipient of Restricted Stock (subject to Section 7(b)), the time
or times within which such awards may be subject to forfeiture, and the other
terms, restrictions and conditions of the awards as provided in Section 7(c).
The Committee may condition the grant of Restricted Stock upon the attainment of
specified performance goals or such other factors as the Committee may
determine, in its sole discretion. The provisions of Restricted Stock awards
need not be the same with respect to each recipient.

                  (b)      Awards and Certificates.

                           (i) The prospective recipient of a Restricted Stock
                  award shall not have any rights with respect to such award,
                  unless and until such recipient has executed an agreement
                  evidencing the award and has delivered a fully executed copy
                  thereof to the Company, and has otherwise complied with the
                  applicable terms and conditions of such award.

                           (ii) The purchase price for shares of Restricted
                  Stock shall be established by the Committee and may be zero.


                           (iii) Awards of Restricted Stock must be accepted
                  within a period of 60 days (or such shorter period as the
                  Committee may specify at grant) after the award date, by
                  executing a Restricted Stock award agreement and paying
                  whatever price (if any) is required under Section 7(b)(i).

                           (iv) Each participant receiving a Restricted Stock
                  award shall be issued a stock certificate in respect of such
                  shares of Restricted Stock. Such certificate shall be
                  registered in the name of such participant, and shall bear an
                  appropriate legend referring to the terms, conditions, and
                  restrictions applicable to such award.

                           (v) The Committee may require that the stock
                  certificates evidencing such shares be held in custody by the
                  Company until the restrictions thereon shall have lapsed, and
                  that, as a condition of any Restricted Stock award, the
                  participant shall have delivered a stock power, endorsed in
                  blank, relating to the shares of Common Stock covered by such
                  award.



                                       12
<PAGE>   13

                  (c)      Restrictions and Conditions. Consistent with the
         terms of the Plan, including Section 10 of the Plan, the Committee may
         prescribe such other restrictions, conditions or terms of forfeiture
         with respect to an award of Restricted Stock as it deems appropriate,
         including but not limited to restrictions on transfer of Restricted
         Stock and terms providing for the purchase of such Restricted Stock by
         the Company. Any such restrictions, conditions or terms of forfeiture
         with respect to Restricted Stock will be set forth in a Restricted
         Stock award agreement.

SECTION 8. OTHER STOCK-BASED AWARDS.

                  (a)      Administration. Other Stock-Based Awards, including,
         without limitation, performance shares, convertible preferred stock,
         convertible debentures, exchangeable securities and Common Stock awards
         or options valued by reference to earnings per share or Subsidiary
         performance, may be granted either alone, in addition to, or in tandem
         with Stock Options, Stock Appreciation Rights, or Restricted Stock
         granted under the Plan; provided that no such Other Stock-Based Awards
         may be granted in tandem with Incentive Stock Options if that would
         cause such Stock Options not to qualify as Incentive Stock Options
         pursuant to Section 422 of the Code. Subject to the provisions of the
         Plan, the Committee shall have authority to determine the persons to
         whom and the time or times at which such awards shall be made, the
         number of shares of Common Stock to be awarded pursuant to such awards,
         and all other conditions of the awards. The Committee may also provide
         for the grant of Common Stock upon the completion of a specified
         performance period. The provisions of Other Stock-Based Awards need not
         be the same with respect to each recipient.

                  (b)      Terms and Conditions. Other Stock-Based Awards made
         pursuant to this Section 8 shall be subject to the following terms and
         conditions:

                           (i) Shares subject to awards under this Section 8 and
                  the award agreement referred to in Section 8(b)(v) below, may
                  not be sold, assigned, transferred, pledged, or otherwise
                  encumbered prior to the date on which the shares are issued,
                  or, if later, the date on which any applicable restriction,
                  performance, or deferral period lapses.

                           (ii) Subject to the provisions of this Plan and the
                  award agreement and unless otherwise determined by the
                  Committee at grant, the recipient of an award under this
                  Section 8 shall be entitled to receive, currently or on a
                  deferred basis, interest or dividends or interest or dividend
                  equivalents with respect to the number of shares covered by
                  the award, as determined at the time of the award by the
                  Committee, in its sole discretion, and the Committee may
                  provide that such amounts (if any) shall be deemed to have
                  been reinvested in additional shares of Common Stock or
                  otherwise reinvested.



                                       13
<PAGE>   14

                           (iii) Any award under Section 8 and any shares of
                  Common Stock covered by any such award shall vest or be
                  forfeited to the extent so provided in the award agreement, as
                  determined by the Committee in its sole discretion.

                           (iv) In the event of the participant's Retirement,
                  Disability, or death, or in cases of special circumstances,
                  the Committee may, in its sole discretion, waive in whole or
                  in part any or all of the remaining limitations imposed
                  hereunder (if any) with respect to any or all of an award
                  under this Section 8.

                           (v) Each award under this Section 8 shall be
                  confirmed by, and subject to the terms of, an agreement or
                  other instrument by the Company and the participant.

                           (vi) Common Stock (including securities convertible
                  into Common Stock) issued on a bonus basis under this Section
                  8 may be issued for no cash consideration. Common Stock
                  (including securities convertible into Common Stock) purchased
                  pursuant to a purchase right awarded under this Section 8
                  shall be priced at least 85% of the Fair Value of the Common
                  Stock on the date of grant.

SECTION 9. CHANGE IN CONTROL PROVISIONS.

                  (a)      Impact of Event. In the event of:

                           (1)      a "Change in Control" as defined in Section
                  9(b); or

                           (2)      a "Potential Change in Control" as defined
                  in Section 9(c), but only if and to the extent so determined
                  by the Committee or the Board at or after grant (subject to
                  any right of approval expressly reserved by the Committee or
                  the Board at the time of such determination),

                           (i)      Subject to the limitations set forth below
                  in this Section 9(a), the following acceleration provisions
                  shall apply:

                                    (a) Any Stock Appreciation Rights or any
                           Stock Option awarded under the Plan not previously
                           exercisable and vested shall become fully exercisable
                           and vested.

                                    (b) The restrictions applicable to any
                           Restricted Stock and Other Stock-Based Awards, in
                           each case to the extent not already vested under the
                           Plan, shall lapse and such shares and awards shall be
                           deemed fully vested.


                                       14
<PAGE>   15

                           (ii) Subject to the limitations set forth below in
                  this Section 9(a), the value of all outstanding Stock Options,
                  Stock Appreciation Rights, Restricted Stock, and Other
                  Stock-Based Awards, in each case to the extent vested, shall,
                  unless otherwise determined Board or by the Committee in its
                  sole discretion prior to any Change in Control, be cashed out
                  on the basis of the "Change in Control Price" as defined in
                  Section 9(d) as of the date such Change in Control or such
                  Potential Change in Control is determined to have occurred or
                  such other date as the Board or Committee may determine prior
                  to the Change in Control.

                           (iii) The Board or the Committee may impose
                  additional conditions on the acceleration or valuation of any
                  award in the award agreement.

                  (b)      Definition of Change in Control. For purposes of
         Section 9(a), a "Change in Control" means the happening of any of the
         following:

                           (i) any person or entity, including a "group" as
                 defined in Section 13(d)(3) of the Exchange Act, other than the
                 Company or a wholly-owned subsidiary thereof or any employee
                 benefit plan of the Company or any of its Subsidiaries, becomes
                 the beneficial owner of the Company's securities having 40% or
                 more of the combined voting power of the then outstanding
                 securities of the Company that may be cast for the election of
                 directors of the Company (other than as a result of an issuance
                 of securities initiated by the Company in the ordinary course
                 of business); or

                           (ii) as the result of, or in connection with, any
                 cash tender or exchange offer, merger or other business
                 combination, sales of assets or contested election, or any
                 combination of the foregoing transactions, less than a
                 majority of the combined voting power of the then outstanding
                 securities of the Company or any successor corporation or
                 entity entitled to vote generally in the election of the
                 directors of the Company or such other corporation or entity
                 after such transaction are held in the aggregate by the
                 holders of the Company's securities entitled to vote generally
                 in the election of directors of the Company immediately prior
                 to such transaction; or

                           (iii) during any period of two consecutive years,
                 individuals who at the beginning of any such period constitute
                 the Board cease for any reason to constitute at least a
                 majority thereof, unless the election, or the nomination for
                 election by the Company's stockholders, of each director of the
                 Company first elected during such period was approved by a vote
                 of at least two-thirds of the directors of the Company then
                 still in office who were directors of the Company at the
                 beginning of any such period.


                                       15
<PAGE>   16

                  (c)      Definition of Potential Change in Control. For
         purposes of Section 9(a), a "Potential Change in Control" means the
         happening of any one of the following:

                           (i)  The approval by stockholders of an agreement by
                  the Company, the consummation of which would result in a
                  Change in Control of the Company as defined in Section 9(b);
                  or

                           (ii) The acquisition of beneficial ownership,
                  directly or indirectly, by any entity, person or group (other
                  than the Company or a Subsidiary or any Company employee
                  benefit plan (including any trustee of such plan acting as
                  such trustee)) of securities of the Company representing 20%
                  or more of the combined voting power of the Company's
                  outstanding securities and the adoption by the Committee of a
                  resolution to the effect that a Potential Change in Control of
                  the Company has occurred for purposes of this Plan.

                  (d)      Change in Control Price. For purposes of this Section
         9, "Change in Control Price" means the highest price per share paid in
         any transaction reported on a national securities exchange or market on
         which the Common Stock is traded, or paid or offered in any bona fide
         transaction related to a Potential or actual Change in Control of the
         Company at any time during the 60 day period immediately preceding the
         occurrence of the Change in Control (or, where applicable, the
         occurrence of the Potential Change in Control event), in each case as
         determined by the Committee except that, in the case of Incentive Stock
         Options and Stock Appreciation Rights relating to Incentive Stock
         Options, such price shall be based only on transactions reported for
         the date on which the optionee exercises such Stock Appreciation Rights
         or, where applicable, the date on which a cash out occurs under Section
         9(a)(ii).

SECTION 10. TERMS AND CONDITIONS OF AWARDS.

         The terms and conditions of each award shall be established and set
forth in an Option Agreement (in the case of an Option), a Stock Appreciation
Rights Award Letter (in the case of a Stock Appreciation Right), or a Restricted
Stock Award Agreement (in the case of an award of Restricted Stock), as the
Committee shall deem appropriate. The individual terms, conditions, restrictions
and limitations contained in any such agreements (and any modifications to any
such agreements that may be made from time to time) shall be in the sole
discretion of the Committee, subject only to the requirements of the Plan.

SECTION 11. AMENDMENTS AND TERMINATION.

         The Board may amend, alter, or discontinue the Plan, but (except as
provided in Section 3 and Section 10 above) no amendment, alteration, or
discontinuation shall be made which would impair the rights of an Optionee or
participant under a Stock Option,


                                       16
<PAGE>   17

Stock Appreciation Right, Restricted Stock award, or Other Stock-Based Award
theretofore granted, without the Optionee's or participant's consent.

         The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
and Section 10 above, no such amendment shall impair the rights of any holder
without the holder's consent. The Committee may also substitute new Stock
Options for previously granted Stock Options (on a one for one or other basis),
including previously granted Stock Options having higher option exercise prices.

SECTION 12. GENERAL PROVISIONS.

                  (a) The Committee may require each person purchasing shares
         pursuant to a Stock Option or other award under the Plan to represent
         to and agree with the Company in writing that such person is acquiring
         the shares without a view to distribution thereof. The certificates for
         such shares may include any legend which the Committee deems
         appropriate to reflect any restrictions on transfer. All certificates
         for shares of Common Stock or other securities delivered under the Plan
         shall be subject to such stop transfer orders and other restrictions as
         the Committee may deem advisable under the rules, regulations, and
         other requirements of the United States Securities and Exchange
         Commission, and any applicable Federal or state securities law, and the
         Committee may cause a legend or legends to be put on any such
         certificates to make appropriate reference to such restrictions.

                  (b) The Plan is intended to constitute an "unfunded" plan for
         incentive and deferred compensation. With respect to any payments not
         yet made to a participant by the Company, nothing contained herein
         shall give any such participant any rights that are greater than those
         of a general creditor of the Company. In its sole discretion, the
         Committee may authorize the creation of trusts or other arrangements to
         meet the obligations created under the Plan to deliver shares of Common
         Stock or payments in lieu of or with respect to awards hereunder;
         provided, however, that, unless the Committee otherwise determines with
         the consent of the affected participant, the existence of such trusts
         or other arrangements is consistent with the "unfunded" status of the
         Plan.

                  (c) Nothing contained in this Plan shall prevent the Board
         from adopting other or additional compensation arrangements, subject to
         stockholder approval if such approval is required; and such
         arrangements may be either generally applicable or applicable only in
         specific cases.

                  (d) The adoption of the Plan shall not confer upon any
         employee of or director or consultant to the Company or any Subsidiary
         any right to continued employment with or rendering of services as a
         director or consultant to the Company or a Subsidiary or Affiliate, as
         the case may be, nor shall it interfere in



                                       17
<PAGE>   18

         any way with the right of the Company or a Subsidiary to terminate the
         employment of any of its employees or the services of any of its
         directors or consultants at any time.

                  (e) No later than the date as of which an amount first becomes
         includable in the gross income of the participant for Federal income
         tax purposes with respect to any award under the Plan, the participant
         shall pay to the Company, or make arrangements satisfactory to the
         Committee regarding the payment of, any Federal, state, or local taxes
         of any kind required by law to be withheld with respect to such amount.
         The Committee may require withholding obligations to be settled with
         shares of Common Stock, including Common Stock that is part of the
         award that gives rise to the withholding requirement. The obligations
         of the Company under the Plan shall be conditional on the payment or
         making of satisfactory arrangements for the payment of withholding
         obligations and the Company and its Subsidiaries or Affiliates shall,
         to the extent permitted by law, have the right to deduct any such taxes
         from any payment of any kind otherwise due to the participant.

                  (f) The Plan and all awards made and actions taken thereunder
         shall be governed by and construed in accordance with the laws of the
         State of Delaware.

                  (g) The members of the Committee and the Board shall not be
         liable to any employee or other person with respect to any
         determination made hereunder in a manner that is consistent with their
         legal obligations as members of the Board. In addition to such other
         rights of indemnification as they may have as directors or as members
         of the Committee, the members of the Committee shall be indemnified by
         the Company against the reasonable expenses, including attorneys' fees
         actually and necessarily incurred in connection with the defense of any
         action, suit or proceeding, or in connection with any appeal therein,
         to which they or any of them may be a party by reason of any action
         taken or failure to act under or in connection with the Plan or any
         option granted thereunder, and against all amounts paid by them in
         settlement thereof (provided such settlement is approved by independent
         legal counsel selected by the Company) or paid by them in satisfaction
         of a judgment in any such action, suit or proceeding, except in
         relation to matters as to which it shall be adjudged in such action,
         suit or proceeding that such Committee member is liable for negligence
         or misconduct in the performance of his or her duties; provided that
         within 60 days after institution of any such action, suit or
         proceeding, the Committee member shall in writing offer the Company the
         opportunity, at its own expense, to handle and defend the same.

                  (h) In addition to any other restrictions on transfer that may
         be applicable under the terms of this Plan or the applicable award
         agreement, no Option, Stock Appreciation Right, Restricted Stock award
         or Other Stock-Based Award or other right issued under this Plan is
         transferable by the participant other



                                       18
<PAGE>   19

         than (i) by will or the laws of descent and distribution or (ii) with
         the prior written consent of the Committee; provided, however, that an
         Incentive Stock Option is only transferable pursuant to (i) above. The
         designation of a beneficiary will not constitute a transfer.

SECTION 13. REPURCHASE RESTRICTIONS.

         If an Optionee's employment by the Company and any Subsidiary is
terminated for any reason prior to a Public Offering, the Company shall have the
right to repurchase at Fair Value any shares of Common Stock held by Optionee
and purchased pursuant to the exercise of a Stock Option granted under the Plan.
The closing of the repurchase under this Section 13 shall occur within 60 days
of the termination of Optionee's employment.

SECTION 14. EFFECT OF SECTION 162(M) OF THE CODE.

         Section 162(m) of the Code does not apply to the Plan prior to a Public
Offering. Following a Public Offering, the Plan, and all Awards (except Awards
of Restricted Stock that vest over time) issued thereunder, are intended to be
exempt from the application of Section 162(m) of the Code, which restricts under
certain circumstances the Federal income tax deduction for compensation paid by
a public company to named executives in excess of $1 million per year. The
exemption is based on Treasury Regulation Section 1.162-27(f), in the form
existing on the effective date of the Plan, with the understanding that such
regulation generally exempts from the application of Section 162(m) of the Code
compensation paid pursuant to a plan that existed before a company becomes
publicly held. Under such Treasury Regulation, this exemption is available to
the Plan for the duration of the period that lasts until the earlier of (i) the
expiration of the Plan, (ii) the material modification of the Plan, (iii) the
exhaustion of the maximum number of shares of Common Stock available for Awards
under the Plan, as set forth in Section 3(a), (iv) the first meeting of
shareholders at which directors are to be elected that occurs after the close of
the third calendar year following the calendar year in which the Company first
becomes subject to the reporting obligations of Section 12 of the Exchange Act,
or (v) such other date required by Section 162(m) of the Code and the rules and
regulations promulgated thereunder. The Committee may, without shareholder
approval, amend the Plan retroactively and/or prospectively to the extent it
determines necessary in order to comply with any subsequent clarification of
Section 162(m) of the Code required to preserve the Company's Federal income tax
deduction for compensation paid pursuant to the Plan. To the extent that the
Administrator determines as of the date of grant of an Award that (i) the Award
is intended to qualify as Performance-Based Compensation and (ii) the exemption
described above is no longer available with respect to such Award, such Award
shall not be effective until any shareholder approval required under Section
162(m) of the Code has been obtained.



                                       19
<PAGE>   20

SECTION 15. TERM OF PLAN; EFFECTIVE DATE.

         No Stock Option, Stock Appreciation Right, Restricted Stock Award,
Other Stock-Based Award shall be granted pursuant to the Plan on or after the
tenth anniversary of the date of adoption of the Plan by the Board, but awards
granted prior to such tenth anniversary may be extended beyond that date.

         This Plan was adopted by the Board and became effective on February 17,
2000 and it was approved by the stockholders of the Company on February 17,
2000. The Board approved an amendment to the Plan on June 27, 2001 and the
stockholders approved the amendment on __________, 2001.


                                      BEACON EDUCATION MANAGEMENT, INC.

                                      /s/ William R. Deloache, Jr.
                                      -----------------------------------------
                                      By: William R. Deloache, Jr.
                                      Title: Chairman







                                       20