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                                                                     EXHIBIT 4.3

                               LEARNINGSTAR CORP.
                      2001 STOCK OPTION AND INCENTIVE PLAN

                1. Purpose. The purpose of this 2001 Stock Option and Incentive
Plan (the "Plan") is to encourage key employees and directors of LearningStar
Corp. (the "Company"), any future parent or subsidiary of the Company (each a
"Related Company" and, collectively, the "Related Companies") and certain
consultants of the Company or a Related Company, by providing opportunities to
participate in the ownership of the Company and its future growth through (a)
the grant of options which qualify as "incentive stock options" ("ISOs") under
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code");
(b) the grant of options which do not qualify as ISOs ("Non-Qualified Options");
(c) awards of stock in the Company ("Awards"); and (d) opportunities to make
direct purchases of stock in the Company ("Purchases"). Both ISOs and
Non-Qualified Options are referred to hereafter individually as an "Option" and
collectively as "Options." Options, Awards and authorizations to make Purchases
are referred to hereafter collectively as "Stock Rights." As used herein, the
terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary
corporation," respectively, as those terms are defined in Section 424 of the
Code.

                2. Administration of the Plan.

                        A. Board or Committee Administration. The Plan shall be
        administered by the Board of Directors of the Company (the "Board") or
        by a committee appointed by the Board (the "Committee"); provided that
        the Plan shall be administered: (i) to the extent required by applicable
        regulations under Section 162(m) of the Code, by two or more "outside
        directors" (as defined in applicable regulations thereunder) and (ii) to
        the extent required by Rule 16b-3 promulgated under the Securities
        Exchange Act of 1934 or any successor provision ("Rule 16b-3"), by two
        or more independent directors appointed by and holding office at the
        pleasure of the Board, each of whom is both a "non-employee director" as
        defined by Rule 16b-3 and an "outside director" for purposes of Section
        162(m) of the Code. Hereinafter, all references in this Plan to the
        "Committee" shall mean the Board if no Committee has been appointed.
        Subject to ratification of the grant or authorization of each Stock
        Right by the Board (if so required by applicable state law), and subject
        to the terms of the Plan, the Committee shall have the authority to (i)
        determine to whom (from among the class of employees eligible under
        paragraph 3 to receive ISOs) ISOs shall be granted, and to whom (from
        among the class of individuals and entities eligible under paragraph 3
        to receive Non-Qualified Options and Awards and to make Purchases)
        Non-Qualified Options, Awards and authorizations to make Purchases may
        be granted; (ii) determine the time or times at which Options or Awards
        shall be granted or Purchases made; (iii) determine the purchase price
        of shares subject to each Option or Purchase, which prices shall not be
        less than the minimum price specified in paragraph 6; (iv) determine
        whether each Option granted shall be an ISO or a Non-Qualified Option;
        (v) determine (subject to paragraph 7) the time or times when each
        Option shall become exercisable and the duration of the exercise period;
        (vi) extend the period during which outstanding Options may be
        exercised; (vii) determine whether restrictions such as repurchase
        options are to be imposed on shares subject to Options, Awards and
        Purchases and the nature of such restrictions, if any, (viii) interpret
        the Plan and prescribe and rescind rules and regulations relating to it
        and (ix) to amend any



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        outstanding Stock Rights; provided that no such amendment shall Affect
        the rights of optionees under the Plan without the written consent of
        such optionee. If the Committee determines to issue a Non-Qualified
        Option, it shall take whatever actions it deems necessary, under Section
        422 of the Code and the regulations promulgated thereunder, to ensure
        that such Option is not treated as an ISO. The interpretation and
        construction by the Committee of any provisions of the Plan or of any
        Stock Right granted under it shall be final unless otherwise determined
        by the Board. The Committee may from time to time adopt such rules and
        regulations for carrying out the Plan as it may deem advisable. No
        member of the Board or the Committee shall be liable for any action or
        determination made in good faith with respect to the Plan or any Stock
        Right granted under it.

                        B. Committee Actions. The Committee may select one of
        its members as its chairman, and shall hold meetings at such time and
        places as it may determine. A majority of the Committee shall constitute
        a quorum and acts of a majority of the members of the Committee at a
        meeting at which a quorum is present, or acts reduced to or and approved
        in writing by all the members of the Committee (if consistent with
        applicable state law), shall be the valid acts of the Committee. From
        time to time the Board may increase the size of the Committee and
        appoint additional members thereof, remove members (with or without
        cause) and appoint new members in substitution therefor, fill vacancies
        however caused, or remove all members of the Committee and thereafter
        directly administer the Plan.

                        C. Grant of Stock Rights to Board Members. Stock Rights
        may be granted to members of the Board. All grants of Stock Rights to
        members of the Board shall in all other respects be made in accordance
        with the provisions of this Plan applicable to other eligible persons.
        Consistent with the provisions of the first sentence of paragraph 2(A)
        above, members of the Board who either (i) are eligible to receive
        grants of Stock Rights pursuant to the Plan or (ii) have been granted
        Stock Rights may vote on any matters affecting the administration of the
        Plan or the grant of any Stock Rights pursuant to the Plan, except that
        no such member shall act upon the granting to himself or herself of
        Stock Rights, but any such member may be counted in determining the
        existence of a quorum at any meeting of the Board during which action is
        taken with respect to the granting to such member of Stock Rights.

                3. Eligible Employees and Others. ISOs may be granted only to
employees of the Company or any Related Company. Non-Qualified Options, Awards
and authorizations to make Purchases may be granted to any employee, officer or
director (whether or not also an employee) of the Company or any Related
Company. Non-Qualified Options, Awards and authorizations to make Purchases may
be also granted to consultants of the Company or any Related Company if, and
only if, (i) the consultant or adviser renders bona fide services to the Company
or any Related Company; (ii) the services rendered by the consultant or adviser
are not in connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market for
the securities of the Company or any Related Company; and (iii) the consultant
or adviser is a natural person who has contracted directly with the Company or
any Related Company to render such services. The granting of any



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Stock Right to any individual or entity shall neither entitle that individual or
entity to, nor disqualify such individual or entity from, participation in any
other grant of Stock Rights.

                4. Stock Authorized for Issuance under the Plan.

                        A. Number of Shares. The stock subject to Stock Rights
        shall be authorized but unissued shares of common stock of the Company,
        par value $.01 per share (the "Common Stock"), or shares of Common Stock
        reacquired by the Company in any manner. The aggregate number of shares
        which may be issued pursuant to the Plan is 1,300,000, subject to
        adjustment as provided in paragraph 13. If any Stock Right granted under
        the Plan shall expire or terminate for any reason without having been
        exercised in full or shall cease for any reason to be exercisable in
        whole or in part or shall be repurchased by the Company, the shares of
        Common Stock subject to such Stock Right shall again be available for
        grants of Stock Rights under the Plan, provided however, that the
        cumulative number of such shares that may be so reissued under the Plan
        shall not exceed 2,600,000.

                        B. Per Participant Limit. Subject to adjustment as
        provided in paragraph 13, no participant in the Plan may be granted
        Stock Rights during any one fiscal year to purchase more than 200,000
        shares of Common Stock.

                5. Granting of Stock Rights. Stock Rights may be granted after
the Plan is approved by the Board, and Stock Rights may no longer be granted
after the tenth (10th) anniversary of the closing. The date of grant of a Stock
Right under the Plan shall be the date specified by the Committee at the time it
grants the Stock Right; provided, however, that such date shall not be prior to
the date on which the Committee acts to approve the grant.

                6. Minimum Option Price; ISO Limitations.

                        A. Price for Non-Qualified Options, Awards and
        Purchases. The exercise price per share specified in the agreement
        relating to each Non-Qualified Option granted, and the purchase price
        per share of stock granted in any Award or authorized as a Purchase,
        under the Plan shall in no event be less than the minimum legal
        consideration required therefor under the laws of any jurisdiction in
        which the Company or its successors in interest may be organized.
        Non-Qualified Options granted under the Plan, with an exercise price
        less than the fair market value per share of Common Stock on the date of
        grant, are intended to qualify as performance-based compensation under
        Section 162(m) of the Code and any applicable regulations thereunder.
        Any such Non-Qualified Options granted under the Plan shall be
        exercisable only upon the attainment of a pre-established, objective
        performance goal established by the Committee and subject to any
        additional limitations set forth in Section 162(m) of the Code,
        including all amendments thereto.

                        B. Price for ISOs. The exercise price per share
        specified in the agreement relating to each ISO granted under the Plan
        shall not be less than the fair market value per share of Common Stock
        on the date of such grant. In the case of an ISO to be granted to an
        employee owning stock possessing more than ten percent (10%) of the
        total combined



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        voting power of all classes of stock of the Company or any Related
        Company, the price per share specified in the agreement relating to such
        ISO shall not be less than one hundred ten percent (110%) of the fair
        market value per share of Common Stock on the date of grant. For
        purposes of determining stock ownership under this paragraph, the rules
        of Section 424(d) of the Code shall apply.

                        C. $100,000 Annual Limitation on ISO Vesting. Each
        eligible employee may be granted Options treated as ISOs only to the
        extent that, in the aggregate under this Plan and all incentive stock
        option plans of the Company and any Related Company, ISOs do not become
        exercisable for the first time by such employee during any calendar year
        with respect to stock having a fair market value (determined at the time
        the ISOs were granted) in excess of $100,000. The Company intends to
        designate any Options granted in excess of such limitation as
        Non-Qualified Options.

                        D. Determination of Fair Market Value. If, at the time
        an Option is granted under the Plan, the Company's Common Stock is
        publicly traded, "fair market value" shall be determined as of the date
        of grant or, if the prices or quotes discussed in this sentence are
        unavailable for such date, the last business day for which such prices
        or quotes are available prior to the date of grant and shall mean (i)
        the average (on that date) of the high and low prices of the Common
        Stock on the principal national securities exchange on which the Common
        Stock is traded, if the Common Stock is then traded on a national
        securities exchange; or (ii) the last reported sale price (on that date)
        of the Common Stock on the Nasdaq National Market, if the Common Stock
        is not then traded on a national securities exchange; or (iii) the
        closing bid price (or average of bid prices) last quoted (on that date)
        by an established quotation service for over-the-counter securities, if
        the Common Stock is not reported on the Nasdaq National Market. If the
        Common Stock is not publicly traded at the time an Option is granted
        under the Plan, "fair market value" shall mean the fair value of the
        Common Stock as determined by the Committee after taking into
        consideration all factors which it deems appropriate, including, without
        limitation, recent sale and offer prices of the Common Stock in private
        transactions negotiated at arm's length.

                7. Option Duration. Subject to earlier termination as provided
in paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i) ten
years from the date of grant in the case of Options generally, and (ii) five
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Company, as determined
under paragraph 6(B). Subject to earlier termination as provided in paragraphs 9
and 10, the term of each ISO shall be the term set forth in the original
instrument granting such ISO, except with respect to any part of such ISO that
is converted into a Non-Qualified Option pursuant to paragraph 17.

                8. Exercise of Option. Subject to the provisions of paragraphs 9
through 12, each Option granted under the Plan shall be exercisable as follows:



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                        A. Vesting. The Option shall either be fully exercisable
        on the date of grant or shall become exercisable thereafter in such
        installments as the Committee may specify.

                        B. Full Vesting of Installments. Once an installment
        becomes exercisable it shall remain exercisable until expiration or
        termination of the Option, unless otherwise specified by the Committee.

                        C. Partial Exercise. Each Option or installment may be
        exercised at any time or from time to time, in whole or in part, for up
        to the total number of shares with respect to which it is then
        exercisable.

                        D. Acceleration of Vesting. The Committee shall have the
        right to accelerate the date that any installment of any Option becomes
        exercisable; provided that the Committee shall not, without the consent
        of an optionee, accelerate the permitted exercise date of any
        installment of any Option granted to any employee as an ISO (and not
        previously converted into a Non-Qualified Option pursuant to paragraph
        17) if such acceleration would violate the annual vesting limitation
        contained in Section 422(d) of the Code, as described in paragraph 6(C).

                9. Termination of Employment. Unless otherwise specified in the
agreement relating to such ISO, if an ISO optionee ceases to be employed by the
Company and all Related Companies other than by reason of death or disability as
defined in paragraph 10, no further installments of his or her ISOs shall become
exercisable, and his or her ISOs shall terminate on the earlier of (a) ninety
(90) days after the date of termination of his or her employment, or (b) their
specified expiration dates, except to the extent that such ISOs (or unexercised
installments thereof) have been converted into Non-Qualified Options pursuant to
paragraph 17. For purposes of this paragraph 9, employment shall be considered
as continuing uninterrupted during any bona fide leave of absence (such as those
attributable to illness, military obligations or governmental service); provided
that the period of such leave does not exceed 90 days or, if longer, any period
during which such optionee's right to reemployment is guaranteed by statute. A
bona fide leave of absence with the written approval of the Committee shall not
be considered an interruption of employment under this paragraph 9, provided
that such written approval contractually obligates the Company or any Related
Company to continue the employment of the optionee after the approved period of
absence. ISOs granted under the Plan shall not be affected by any change of
employment within or among the Company and Related Companies, so long as the
optionee continues to be an employee of the Company or any Related Company.
Nothing in the Plan shall be deemed to give any grantee of any Stock Right the
right to be retained in employment or other service by the Company or any
Related Company for any period of time.

                10. Death; Disability.

                        A. Death. If an ISO optionee ceases to be employed by
        the Company and all Related Companies by reason of his or her death, any
        ISO owned by such optionee may be exercised, to the extent otherwise
        exercisable on the date of death, by the estate, personal representative
        or beneficiary who has acquired the ISO by will or by the laws of



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        descent and distribution, until the earlier of (i) the specified
        expiration date of the ISO or (ii) 180 days from the date of the
        optionee's death.

                        B. Disability. If an ISO optionee ceases to be employed
        by the Company and all Related Companies by reason of his or her
        disability, such optionee shall have the right to exercise any ISO held
        by him or her on the date of termination of employment, for the number
        of shares for which he or she could have exercised it on that date,
        until the earlier of (i) the specified expiration date of the ISO or
        (ii) 180 days from the date of the termination of the optionee's
        employment. For the purposes of the Plan, the term "disability" shall
        mean "permanent and total disability" as defined in Section 22(e)(3) of
        the Code or any successor statute.

                11. Assignability. No Stock Right shall be assignable or
transferable by the grantee except by will, or by the laws of descent and
distribution. Except as set forth in the previous sentence, during the lifetime
of a grantee each Stock Right shall be exercisable only by such grantee.

                12. Terms and Conditions of Options. Options shall be evidenced
by instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any
Non-Qualified Option shall be subject to the restrictions set forth herein with
respect to ISOs, or to such other termination and cancellation provisions as the
Committee may determine. The Committee may from time to time confer authority
and responsibility on one or more of its own members and/or one or more officers
of the Company to execute and deliver such instruments. The proper officers of
the Company are authorized and directed to take any and all action necessary or
advisable from time to time to carry out the terms of such instruments.

                13. Adjustments. Upon the occurrence of any of the following
events, an optionee's rights with respect to Options granted to such optionee
hereunder shall be adjusted as hereinafter provided, unless otherwise
specifically provided in the written agreement between the optionee and the
Company relating to such Option:

                        A. Stock Dividends and Stock Splits. If the shares of
        Common Stock shall be subdivided or combined into a greater or smaller
        number of shares or if the Company shall issue any shares of Common
        Stock as a stock dividend on its outstanding Common Stock, the number of
        shares of Common Stock deliverable upon the exercise of Options shall be
        appropriately increased or decreased proportionately, and appropriate
        adjustments shall be made in the purchase price per share to reflect
        such subdivision, combination or stock dividend.

                        B. Consolidations or Mergers. If the Company is to be
        consolidated with or acquired by another entity in a merger or other
        reorganization in which the holders of the outstanding voting stock of
        the Company immediately preceding the consummation of such event, shall,
        immediately following such event, hold, as a group, less than a



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        majority of the voting securities of the surviving or successor entity,
        or in the event of a sale of all or substantially all of the Company's
        assets or otherwise (each, an "Acquisition"), the Committee or the board
        of directors of any entity assuming the obligations of the Company
        hereunder (the "Successor Board"), shall, as to outstanding Options,
        either (i) make appropriate provision for the continuation of such
        Options by substituting on an equitable basis for the shares then
        subject to such Options either (a) the consideration payable with
        respect to the outstanding shares of Common Stock in connection with the
        Acquisition, (b) shares of stock of the surviving or successor
        corporation or (c) such other securities as the Successor Board deems
        appropriate, the fair market value of which shall not materially exceed
        the fair market value of the shares of Common Stock subject to such
        Options immediately preceding the Acquisition; or (ii) upon written
        notice to the optionees, provide that all Options must be exercised, to
        the extent then exercisable or to be exercisable as a result of the
        Acquisition, within a specified number of days of the date of such
        notice, at the end of which period the Options shall terminate; or (iii)
        terminate all Options in exchange for a cash payment equal to the excess
        of the fair market value of the shares subject to such Options (to the
        extent then exercisable or to be exercisable as a result of the
        Acquisition) over the exercise price thereof.

                        C. Recapitalization or Reorganization. In the event of a
        recapitalization or reorganization of the Company (other than a
        transaction described in subparagraph B above) pursuant to which
        securities of the Company or of another corporation are issued with
        respect to the outstanding shares of Common Stock, an optionee upon
        exercising an Option shall be entitled to receive for the purchase price
        paid upon such exercise the securities he or she would have received if
        he or she had exercised such Option prior to such recapitalization or
        reorganization.

                        D. Modification of ISOs. Notwithstanding the foregoing,
        any adjustments made pursuant to subparagraphs A, B or C with respect to
        ISOs shall be made only after the Committee, after consulting with
        counsel for the Company, determines whether such adjustments would
        constitute a "modification" of such ISOs (as that term is defined in
        Section 424 of the Code) or would cause any adverse tax consequences for
        the holders of such ISOs. If the Committee determines that such
        adjustments made with respect to ISOs would constitute a modification of
        such ISOs or would cause adverse tax consequences to the holders, it may
        refrain from making such adjustments.

                        E. Dissolution or Liquidation. In the event of the
        proposed dissolution or liquidation of the Company, each Option shall
        terminate immediately prior to the consummation of such proposed action
        or at such other time and subject to such other conditions as shall be
        determined by the Committee.

                        F. Issuances of Securities. Except as expressly provided
        herein, no issuance by the Company of shares of stock of any class, or
        securities convertible into shares of stock of any class, shall affect,
        and no adjustment by reason thereof shall be made with respect to, the
        number or price of shares subject to Options. No adjustments



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        shall be made for dividends paid in cash or in property other than
        securities of the Company.

                        G. Fractional Shares. No fractional shares shall be
        issued under the Plan and the optionee shall receive from the Company
        cash in lieu of such fractional shares.

                        H. Adjustments. Upon the happening of any of the events
        described in subparagraphs A, B or C above, the class and aggregate
        number of shares set forth in paragraph 4 hereof that are subject to
        Stock Rights which previously have been or subsequently may be granted
        under the Plan shall also be appropriately adjusted to reflect the
        events described in such subparagraphs. The Committee or the Successor
        Board shall determine the specific adjustments to be made under this
        paragraph 13 and, subject to paragraph 2, its determination shall be
        conclusive.

                14. Means of Exercising Options. An Option (or any part or
installment thereof) shall be exercised by giving written notice to the Company
at its principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify the
number of shares as to which such Option is being exercised, accompanied by full
payment of the purchase price therefor either (a) in United States dollars in
cash or by check, (b) at the discretion of the Committee, through delivery of
shares of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Option, (c) at the discretion of the
Committee, by delivery of the grantee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, (d) at the discretion
of the Committee and consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of the Common Stock acquired upon exercise of the Option and an authorization to
the broker or selling agent to pay that amount to the Company, which sale shall
be at the participant's direction at the time of exercise, or (e) at the
discretion of the Committee, by any combination of (a), (b), (c) and (d) above.
If the Committee exercises its discretion to permit payment of the exercise
price of an ISO by means of the methods set forth in clauses (b), (c), (d) or
(e) of the preceding sentence, such discretion shall be exercised in writing at
the time of the grant of the ISO in question. The holder of an Option shall not
have the rights of a shareholder with respect to the shares covered by such
Option until the date of issuance of a stock certificate to such holder for such
shares. Except as expressly provided above in paragraph 13 with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.

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



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                16. Term and Amendment of Plan. This Plan shall be submitted for
the approval of the Company's stockholders within twelve months after the date
of the Board's initial approval of the Plan. The Plan shall expire after the
10th anniversary of the closing (except as to Options outstanding on that date).

                        A. The Board may at any time wholly or partially amend,
                alter, suspend or terminate the Plan. However, without approval
                of the Company's stockholders given within twelve (12) months
                before or after action by the Board, no action of the Board may,
                except as provided in paragraph 13, increase the limits imposed
                in paragraph 4 on the maximum number of shares which may be
                issued under the Plan or extend the term of the Plan under this
                paragraph 16.

                        B. The Board shall obtain stockholder approval of any
                Plan amendment to the extent necessary and desirable to comply
                with applicable tax laws.

                No amendment, alteration, suspension or termination of the Plan
shall impair the rights of any optionee, unless mutually agreed otherwise
between the optionee and the Company, which agreement must be in writing and
signed by the optionee and the Company. Termination of the Plan shall not affect
the Committee's ability to exercise the powers granted to it hereunder with
respect to Stock Rights granted or awarded under the Plan prior to the date of
such termination.

                17. Conversion of ISOs into Non-Qualified Options. The
Committee, at the written request or with the written consent of any optionee,
may in its discretion take such actions as may be necessary to convert such
optionee's ISOs (or any installments or portions of installments thereof) that
have not been exercised on the date of conversion into Non-Qualified Options at
any time prior to the expiration of such ISOs, regardless of whether the
optionee is an employee of the Company or a Related Company at the time of such
conversion. Such actions may include, but shall not be limited to, extending the
exercise period or reducing the exercise price of the appropriate installments
of such ISOs. At the time of such conversion, the Committee (with the consent of
the optionee) may impose such conditions on the exercise of the resulting
Non-Qualified Options as the Committee in its discretion may determine, provided
that such conditions shall not be inconsistent with this Plan. Nothing in the
Plan shall be deemed to give any optionee the right to have such optionee's ISOs
converted into Non-Qualified Options, and no such conversion shall occur until
and unless the Committee takes appropriate action.

                18. Application of Funds. The proceeds received by the Company
from the sale of shares pursuant to Options granted and Purchases authorized
under the Plan shall be used for general corporate purposes.

                19. Notice to Company of Disqualifying Disposition. By accepting
an ISO granted under the Plan, each optionee agrees to notify the Company in
writing immediately after such optionee makes a Disqualifying Disposition (as
described in Sections 421, 422 and 424 of the Code and regulations thereunder)
of any stock acquired pursuant to the exercise of ISOs granted under the Plan. A
Disqualifying Disposition is generally any disposition occurring on or



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before the later of (a) the date two years following the date the ISO was
granted or (b) the date one year following the date the ISO was exercised.

                20. Withholding of Additional Income Taxes. Upon the exercise of
a Non-Qualified Option, the grant of an Award, the making of a Purchase of
Common Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in paragraph 19), the vesting or transfer of restricted
stock or securities acquired on the exercise of an Option hereunder, or the
making of a distribution or other payment with respect to such stock or
securities, the Company may withhold taxes in respect of amounts that constitute
compensation includible in gross income. The Committee in its discretion may
condition (i) the exercise of an Option, (ii) the grant of an Award, (iii) the
making of a Purchase of Common Stock for less than its fair market value, or
(iv) the vesting or transferability of restricted stock or securities acquired
by exercising an Option, on the grantee's making satisfactory arrangement for
such withholding. Such arrangement may include payment by the grantee in cash or
by check of the amount of the withholding taxes or, at the discretion of the
Committee, by the grantee's delivery of previously held shares of Common Stock
or the withholding from the shares of Common Stock otherwise deliverable upon
exercise of a Option shares having an aggregate fair market value equal to the
amount of such withholding taxes. Notwithstanding any other provision of the
Plan, the number of shares of Common Stock which may be withheld upon the
exercise or vesting of any right under the Plan, or which may be repurchased
from the participant within six months after such shares were acquired by the
participant from the Company, in order to satisfy the participant's federal and
state income and payroll tax liabilities with respect to the exercise or vesting
of the right shall be limited to the number of shares which have a fair market
value equal to the aggregate amount of such liabilities based on the minimum
statutory withholding rates for federal and state income tax and payroll tax
purposes that are applicable to such supplemental taxable income.

                21. No Right To Employment or Other Status. No person shall have
any claim or right to be granted a Stock Right, and the grant of a Stock Right
shall not be construed as giving the grantee the right to continued employment
or any other relationship with the Company. The Company expressly reserves the
right at any time to dismiss or otherwise terminate its relationship with a
grantee free from any liability or claim under the Plan.

                22. Governmental Regulation. The Company's obligation to sell
and deliver shares of the Common Stock under this Plan is subject to the
approval of any governmental authority required in connection with the
authorization, issuance or sale of such shares. Government regulations may
impose reporting or other obligations on the Company with respect to the Plan.
For example, the Company may be required to send tax information statements to
employees and former employees that exercise ISOs under the Plan, and the
Company may be required to file tax information returns reporting the income
received by grantees of Options in connection with the Plan.

                23. Governing Law. The validity and construction of the Plan and
the instruments evidencing Options shall be governed by the laws of the state of
Delaware.



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