EXHIBIT 10.6





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                    INTAC INTERNATIONAL, INC.



                  2001 LONG TERM INCENTIVE PLAN















               Adopted Effective November 28, 2001











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                        TABLE OF CONTENTS
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ARTICLE 1.  PURPOSE OF PLAN............................   1

ARTICLE 2. EFFECTIVE DATE AND TERM OF PLAN.............   1

2.1 Term of Plan.......................................   1
2.2 Effect on Awards...................................   1
2.3 Shareholder Approval...............................   1

ARTICLE 3. SHARES SUBJECT TO PLAN......................   1

3.1 Reserved Number of Shares..........................   1
3.2 Source of Shares...................................   2
3.3 Availability of Unused Shares......................   2
3.4 Adjustment Provisions..............................   2
3.5 Substitute Awards..................................   3

ARTICLE 4.  ADMINISTRATION OF PLAN.....................   3

4.1 Administering Body.................................   3
4.2 Authority of Administering Body....................   4
4.3 Eiligibility.......................................   5
4.4 No Liability.......................................   5
4.5 Amendments.........................................   6
4.6 Other Compensation Plans...........................   6
4.7 Plan Binding on Successors.........................   7
4.8 References to Successor Statutes, Regulations and
     Rules.............................................   7
4.9 Issuances for Compensation Purposes Only ..........   7
4.10 Invalid Provisions................................   7
4.11 Governing Law.....................................   7

ARTICLE 5.  GENERAL AWARD PROVISIONS...................   7

5.1 Participation in the Plan..........................   7
5.2 Award Agreements...................................   8
5.3 Exercise of Awards.................................   8
5.4 Payment for Awards.................................   9
5.5 No Employment or Other Continuing Rights...........   9
5.6 Restrictions Under Applicable Laws and
     Regulations.......................................  10
5.7 Additional Conditions..............................  11
5.8 No Privileges of Stock Ownership...................  12
5.9 Transferability of Awards..........................  12
5.10 Information to Recipients.........................  13
5.11 Withholding Taxes.................................  14
5.12 Legends on Common Stock Certificates..............  14
5.13 Effect of Termination of Employment on Awards -
       Employees Only..................................  14
5.14 Effect of Termination of Engagement on Awards -
       Non-Employees Only..............................  16
5.15 Transfer; Leave of Absence........................  16
5.16 Limits on Awards to Certain Eligible Persons......  17
5.17 Performance-Based Compensation....................  17






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ARTICLE 6.  STOCK OPTIONS..............................   18

6.1 Nature of Stock Options............................   18
6.2 Option Exercise Price..............................   18
6.3 Option Period and Vesting..........................   18
6.4 Special Provisions Regarding Incentive Stock          18
     Options...........................................   18
6.5 Restrictions.......................................   19

ARTICLE 8.  REORGANIZATIONS............................   19

8.1 Corporate Transactions Not Involving a Change in
     Control...........................................   19
8.2 Corporate Transactions Involving a Change in
     Control...........................................   20

ARTICLE 9.  DEFINITIONS................................   20





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                    INTAC INTERNATIONAL, INC.

                  2001 LONG TERM INCENTIVE PLAN

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1.   PURPOSE OF PLAN

The Company adopted this Plan to promote the interests of the
Company, its Affiliated Entities and their respective
stockholders by using investment interests in the Company to
attract, retain and motivate management and other persons,
including officers, directors, employees and certain consultants
of the Company and the Affiliated Entities, to encourage and
reward such persons' contributions to the performance of the
Company and to align their interests with the interests of the
Company's stockholders.  Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in Article 8.

2.   EFFECTIVE DATE AND TERM OF PLAN

     2.1  Term of Plan.  This Plan became effective as of the
Effective Date and shall continue in effect until the Expiration
Date, at which time this Plan shall automatically terminate.

     2.2  Effect on Awards.  Awards may be granted during the Plan
Term, but no Awards may be granted after the Plan Term.
Notwithstanding the foregoing, each Award properly granted under
this Plan during the Plan Term shall remain in effect after
termination of this Plan until such Award has been exercised,
terminated or expired, as applicable, in accordance with its
terms and the terms of this Plan.

     2.3  Shareholder Approval.  This Plan must be approved by the
Company's stockholders within twelve (12) months after the
Effective Date.  The effectiveness of any Awards granted prior to
such shareholder approval shall be specifically subject to, and
conditioned upon, such shareholder approval.

3.   SHARES SUBJECT TO PLAN

     3.1  Reserved Number of Shares.  The maximum number of shares of
Common Stock that may be issued pursuant to Awards granted under
this Plan shall be Two Million Five Hundred Thousand (2,500,000),
subject in any case to adjustment as set forth in Section 3.4;
and provided, further, that the maximum number of shares of
Common Stock that may be issued pursuant to Incentive Stock
Options granted under this Plan shall be Two Million Five Hundred
Thousand (2,500,000), subject in any case to adjustment as set
forth in Section 3.4.

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     3.2  Source of Shares.  The Common Stock to be issued under this
Plan will be made available, at the discretion of the Board,
either from authorized but unissued shares of Common Stock or
from previously issued shares of Common Stock reacquired by the
Company, including without limitation, shares purchased on the
open market.

    3.3  Availability of Unused Shares.  Shares of Common Stock
subject to and/or underlying any unexercised, unearned or yet-to-
be acquired portions of any Award granted under this Plan that
expire, terminate or are canceled, and shares of Common Stock
issued pursuant to Awards under this Plan that are reacquired by
the Company pursuant to the terms under which such shares were
issued, will again become available for the grant of further
Awards under this Plan. Notwithstanding the provisions of this
Section 3.3, no shares of Common Stock may again be optioned,
granted or awarded if such action would cause an Incentive Stock
Option to fail to qualify as an incentive stock option under
Section 422 of the IRC or any successor statute thereto.

     3.4  Adjustment Provisions.

          (a)  If (i) the outstanding shares of Common Stock are increased,
     decreased or exchanged for a different number or kind of shares
     or other securities, or if additional shares or new or different
     shares or other securities are distributed in respect of such
     shares of Common Stock or any stock or securities received with
     respect to such Common Stock), through merger, consolidation,
     sale or exchange of all or substantially all of the assets of the
     Company, reorganization, recapitalization, reclassification,
     stock dividend, stock split, reverse stock split, spin-off, split-
     off or other distribution with respect to such shares of Common
     Stock (or any stock or securities received with respect to such
     Common Stock), or (ii) the value of the outstanding shares of
     Common Stock is reduced by reason of an extraordinary dividend
     payable in cash or property, an appropriate and proportionate
     adjustment may be made in (1) the maximum number and kind of
     shares or securities available for issuance under this Plan, (2)
     the number and kind of shares or other securities that can be
     granted to any one individual Recipient under his or her Awards,
     (3) the number and kind of shares or other securities subject to
     then outstanding Awards under this Plan, and/or (4) the price for
     each share or other unit of any other securities subject to then
     outstanding Awards under this Plan.

          (b)  No fractional interests will be issued under this Plan
     resulting from any adjustments, but the Administering Body, in
     its sole discretion, may make a cash payment in lieu of any
     fractional shares of Common Stock or other securities issuable as
     a result of such adjustments.

          (c)  Any adjustment pursuant to this Section 3.4 shall be made by
     the Administering Body, in its discretion, to preserve the
     benefits or potential benefits intended to be made available
     under this Plan or with respect to any outstanding Awards or
     otherwise necessary to reflect any capital change or other event
     described in Section


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     3.4(a).  The determination made by the Administering
     Body with respect to the foregoing shall be final, binding
     and conclusive upon all persons and entities.

          (d)  The grant of Awards pursuant to this Plan shall not affect
     in any way the right or power of the Company to make adjustments,
     reclassifications, reorganizations or changes of its capital or
     business structure or to merge or to consolidate or to dissolve,
     liquidate or sell, or transfer all or any part of its business or
     assets or to engage in any other corporate transaction.

          (e)  No adjustment to the terms of an Incentive Stock Option
     shall be made if such adjustment would cause such Incentive Stock
     Option to lose its status as an incentive stock option under the
     provisions of the IRC, unless the Administering Body determines
     otherwise.

     3.5  Substitute Awards.  The Administering Body may grant Awards
under this Plan in substitution for stock and stock-based awards
held by employees of another corporation who become employees of
the Company or an Affiliated Entity as a result of a merger,
consolidation or other business combination of the employing
corporation with the Company or an Affiliated Entity or the
acquisition by the Company or an Affiliated Entity of property or
stock of the employing corporation.  The Administering Body may
direct that the substitute Awards be granted on such terms and
conditions as the Administering Body considers appropriate in the
circumstances.

4.   ADMINISTRATION OF PLAN

     4.1  Administering Body.

          (a)  This Plan shall be administered by the Board; provided,
     however, that if the Board appoints a Stock Plan Committee
     pursuant to Section 4.1(b) herein, this Plan shall be
     administered by the Stock Plan Committee, subject to the right of
     the Board to exercise, at any time and from time to time, any and
     all of the duties and responsibilities of the Stock Plan
     Committee as the Administering Body, including, but not limited
     to, establishing procedures to be followed by the Stock Plan
     Committee; provided further, however, that the Board shall not
     exercise any authority regarding matters which under applicable
     law, rule or regulation, including, without limitation, any
     exemptive rule under Section 16 of the Exchange Act (including
     Rule 16b-3) or IRC Section 162(m), are required to be determined
     in the sole discretion of the Stock Plan Committee.

          (b)

          (i)  The Board in its sole discretion may from time to
          time appoint a Stock Plan Committee of not less than
          two (2) Board members to administer this Plan.  The
          Board may from


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          time to time increase or decrease (but not below two (2))
          the number of members of the Stock Plan Committee,
          remove from membership on the Stock Plan Committee all
          or any portion of its members, and/or appoint such
          person or persons as it desires to fill any vacancy
          existing on the Stock Plan Committee, whether caused by
          removal, resignation or otherwise.  The Board may
          disband the Stock Plan Committee at any time and
          thereby revest in the Board the administration of this
          Plan.

          (ii) Notwithstanding the foregoing provisions of
          Section 4.1(b)(i) to the contrary, so long as the
          Company remains an Exchange Act Registered Company and
          if the Company has not, by action of the Board, elected
          to opt out of the provisions of this Section
          4.1(b)(ii), (1) the Board shall appoint the Stock Plan
          Committee, (2) this Plan shall be administered by the
          Stock Plan Committee and (3) each member of the Stock
          Plan Committee shall be a Non-employee Director, and,
          in addition, if Awards are to be made to persons
          subject to Section 162(m) of the IRC and such Awards
          are intended to constitute Performance-Based
          Compensation, then each member of the Stock Plan
          Committee shall, in addition to being a Non-employee
          Director, be an Outside Director.

          (iii) The Stock Plan Committee shall report to the
          Board the names of Eligible Persons granted Awards, the
          precise type of Award granted, the number of shares of
          Common Stock issuable pursuant to such Award, if any,
          and the terms and conditions of each such Award.

     4.2  Authority of Administering Body.

          (a)  Subject to the express provisions of this Plan, the
     Administering Body shall have the power to interpret and construe
     this Plan and any agreements or other documents defining the
     rights and obligations of the Company or any Affiliated Entity
     and such Eligible Persons who have been granted Awards hereunder
     and thereunder, to determine all questions arising hereunder and
     thereunder, to adopt and amend such rules and regulations for the
     administration hereof and thereof as it may deem desirable to
     correct any errors, supply any omissions and reconcile any
     inconsistencies in this Plan and/or any Award Agreement or any
     other instrument relating to any Award, and to otherwise carry
     out the terms of this Plan and such agreements and other
     documents.  Such interpretations and constructions by the
     Administering Body of any provisions of this Plan or of any
     Award, as well as any other decisions, actions or inactions of
     the Administering Body relating to this Plan, any Award or any
     Award Agreement, shall be within the absolute discretion of the
     Administering Body (subject only to the express terms of this
     Plan and the Award Agreement and all applicable laws, regulations
     and rules) shall be final, conclusive and binding upon all
     persons and entities.

          (b)  Subject to the express provisions of this Plan, the
     Administering Body may from time to time, in its discretion,
     select the Eligible Persons to whom, and the time or times at
     which, such Awards shall be granted; the nature of each Award;
     the number of shares of Common Stock that comprise or underlie
     each Award; the period for the


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     purchase or exercise of each Award, as applicable, the
     Performance Criteria applicable to the Award, if any, and
     such other terms and conditions applicable to each
     individual Award as the Administering Body shall determine.
     Subject to Section 5.16(a), the Administering Body may
     grant, at any time, new Awards to an Eligible Person who has
     previously received Awards whether such prior Awards are
     still outstanding, have previously been canceled, disposed
     of or exercised as a whole or in part, as applicable, or are
     canceled in connection with the issuance of new Awards.  The
     Administering Body may grant Awards singly, in combination
     or in tandem with other Awards, as it determines in its
     discretion.  Subject to Section 5.16(a), any and all terms
     and conditions of the Awards, including, without limitation,
     the purchase or exercise price, may be established by the
     Administering Body without regard to existing Awards.

          (c)  Any action of the Administering Body with respect to the
     administration of this Plan shall be taken pursuant to a majority
     vote of the authorized number of members of the Administering
     Body or by the unanimous written consent of its members;
     provided, however, that (i) if the Administering Body is the
     Stock Plan Committee and consists of two (2) members, then
     actions of the Administering Body must be unanimous and (ii) if
     the Administering Body is the Board, actions taken at a meeting
     of the Board shall be valid if approved by directors constituting
     a majority of the required quorum for such meeting.

          (d)  Except to the extent prohibited by applicable law,
     including, without limitation, the requirements applicable under
     IRC Section 162(m) to any Award intended to be Performance-Based
     Compensation, or the requirements for any Award granted to an
     officer of the Company or a Director to be covered by any
     exemptive rule under Section 16 of the Exchange Act (including
     Rule 16b-3), or the rules of a stock exchange or automated
     quotation system then listing shares of Common Stock, the
     Administering Body may, in its discretion, allocate all or any
     portion of its responsibilities and powers under this Plan to any
     one or more of its members and/or delegate all or any part of its
     responsibilities and powers under this Plan to any person or
     persons selected by it; provided, however, that the Administering
     Body may not delegate its authority to correct errors, omissions
     or inconsistencies in this Plan.  Any such authority delegated or
     allocated by the Administering Body under this Section 4.2(d)
     shall be exercised in accordance with the terms and conditions of
     this Plan and any rules, regulations or administrative guidelines
     that may from time to time be established by the Administering
     Body, and any such allocation or delegation may be revoked by the
     Administering Body at any time.

     4.3  Eligibility.  Only Eligible Persons shall be eligible to
receive Awards under this Plan.

     4.4  No Liability.  No member of the Board or the Stock Plan
Committee or any designee thereof will be liable for any action
or inaction with respect to this Plan or any Award or


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any transaction arising under this Plan or any Award, except in
circumstances constituting bad faith or willful misconduct of
such member.

     4.5  Amendments.

          (a)  The Administering Body may, insofar as permitted by
     applicable law, rule or regulation, from time to time suspend or
     discontinue this Plan or revise or amend it in any respect
     whatsoever, and this Plan as so revised or amended will govern
     all Awards hereunder, including those granted before such
     revision or amendment; provided, however, that, except as
     otherwise provided by this Plan, no such revision or amendment
     shall materially impair or diminish any rights or obligations
     under any Award previously granted under this Plan, without the
     written consent of the Recipient.  Without limiting the
     generality of the foregoing, the Administering Body is authorized
     to amend this Plan to comply with or take advantage of amendments
     to applicable laws, rules or regulations, including amendments to
     the Securities Act, Exchange Act or the IRC or any rules or
     regulations promulgated thereunder.  No such revision or
     amendment of this Plan shall be made without first obtaining
     approval of the stockholders of the Company to the extent such
     approval is required by (i) applicable law, rule or regulation,
     or (ii) the requirements of any stock exchange or automated
     quotation system then listing the shares of Common Stock or any
     applicable requirements related to Incentive Stock Options, for
     exemption from IRC Section 162(m) or the applicable requirements
     of Rule 16b-3.

          (b)  The Administering Body may amend the terms and conditions of
     an Award previously granted under this Plan, including any Award
     Agreement, retroactively or prospectively, provided that no such
     amendment shall materially impair or diminish any rights or
     obligations of a Recipient under such Award without such
     Recipient's written consent.  Without limiting the generality of
     the foregoing, the Administering Body may, in its discretion, at
     any time and from time to time after the grant of any Award (i)
     accelerate or extend the vesting or exercise period, or lapse of
     restrictions, applicable to any Award in whole or in part, (ii)
     adjust or reduce the purchase or exercise price, as applicable,
     of Awards held by such Recipient by cancellation of such Awards
     and granting of Awards at lower purchase or exercise prices or by
     modification, extension or renewal of such Awards, and (iii)
     reduce or otherwise modify the Performance Criteria applicable to
     any Award.  In the case of Incentive Stock Options, Recipients
     acknowledge that extensions of the exercise period and other
     modifications may result in the loss of the favorable tax
     treatment afforded Incentive Stock Options under Section 422 of
     the IRC.

     4.6  Other Compensation Plans.  The adoption of this Plan shall
not affect any other stock option, securities purchase, incentive
or other compensation plans in effect for the Company or an
Affiliated Entity, and this Plan shall not preclude the Company
or an Affiliated Entity from establishing any other forms of
incentive or other compensation for Employees, Directors,
Consultants or others, whether or not approved by stockholders of
the Company.

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     4.7  Plan Binding on Successors.  This Plan shall be binding upon
the successors and assigns of the Company.

     4.8  References to Successor Statutes, Regulations and Rules.
Any reference in this Plan to a particular statute, regulation or
rule shall also refer to any successor provision of such statute,
regulation or rule.

     4.9  Issuances for Compensation Purposes Only.  This Plan
constitutes an "employee benefit plan" as defined in Rule 405
promulgated under the Securities Act.  Awards to eligible
Employees or Directors shall be granted for any lawful
consideration, including compensation for services rendered,
promissory notes or otherwise.  Awards to eligible Consultants
shall be granted only in exchange for bona fide services rendered
by such Consultants and such services must not be in connection
with the offer and sale of securities in a capital-raising
transaction.

     4.10 Invalid Provisions.  In the event that any provision of this
Plan is found to be invalid, illegal or otherwise unenforceable
under any applicable law, such invalidity, illegality or
unenforceability shall not be construed as rendering any other
provisions contained herein invalid, illegal or unenforceable,
and all such other provisions shall be given full force and
effect to the same extent as though the invalid, illegal and
unenforceable provision were not contained herein.

     4.11 Governing Law.  This Plan and each Award Agreement shall be
governed by and interpreted in accordance with the internal laws
of the state of incorporation of the Company, as it may be from
time to time, without giving effect to the principles of the
conflicts of laws thereof.

5.   GENERAL AWARD PROVISIONS

     5.1  Participation in the Plan.

          (a)  A person shall be eligible to receive Award grants under
     this Plan if, at the time of the grant of such Award, such person
     is an Eligible Person.

          (b)  Incentive Stock Options may be granted only to Employees
     who, at the date of granting of such Incentive Stock Options, are
     Employees of the Company or a Parent Corporation or a Subsidiary
     Corporation, and otherwise meet the employment requirements of
     Section 422 of the IRC, or a similar statute governing Incentive
     Stock Options.

          (c)  Notwithstanding anything to the contrary herein, the
     Administering Body may, in its discretion, in order to fulfill
     the purposes of this Plan, modify grants of Awards to Recipients
     who are foreign nationals or employed outside of the United
     States to recognize differences in applicable law, tax policy or
     local custom.

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     5.2  Award Agreements.

          (a)  Each Award granted under this Plan shall be evidenced by an
     Award Agreement duly executed on behalf of the Company and by the
     Recipient or, in the Administering Body's discretion, a
     confirming memorandum issued by the Company to the Recipient,
     setting forth such terms and conditions applicable to such Award
     as the Administering Body may in its discretion determine.  Award
     Agreements may but need not be identical and shall comply with
     and be subject to the terms and conditions of this Plan, a copy
     of which shall be provided to each Recipient and incorporated by
     reference into each Award Agreement.  Any Award Agreement may
     contain such other terms, provisions and conditions not
     inconsistent with this Plan as may be determined by the
     Administering Body.

          (b)  In case of any conflict between this Plan and any Award
     Agreement, this Plan shall control except as specifically
     provided in the Award Agreement.

          (c)  In case of any conflict between this Plan and any Award
     Agreement, on the one hand, and any Employment Agreement between
     a Recipient and either the Company and/or an Affiliated Entity,
     on the other hand, the terms and conditions of the Employment
     Agreement with such Recipient shall apply with respect to those
     items specifically addressed in the Employment Agreement.

          (d)  In consideration of the granting of an Award under this Plan
     and if requested by the Company, the Recipient shall agree, in
     the Award Agreement, to remain in the employ of (or to consult
     for or to serve as a Director of, as applicable) the Company or
     any Affiliated Entity for a period of at least one (1) year (or
     such shorter period as may be fixed in the Award Agreement or by
     action of the Administering Body following grant of the Award)
     after the Award is granted (or, in the case of a Director, until
     the next annual meeting of stockholders of the Company).

     5.3  Exercise of Awards.  No Award granted hereunder shall be
issuable or exercisable, except in respect of whole shares, and
fractional share interests shall be disregarded.  Not less than
100 shares of Common Stock (or such other amount as is set forth
in the applicable Award Agreement) may be purchased or issued at
one time upon exercise of an Award, and Awards must be exercised,
issued or purchased, as applicable, in multiples of 100 shares,
unless the number of shares purchased is the total number of
shares at the time available under the terms of the Award.  An
Award shall be deemed to be claimed or exercised when the
Secretary or other official of the Company designated by the
Administering Body receives appropriate written notice, on such
form acceptable to the Administering Body, from the Recipient,
together with payment of the applicable purchase or exercise
price made in accordance with the Award Agreement and any amounts
required under Section 5.11 of this Plan.  Notwithstanding any
other provision of this Plan, the Administering Body may impose,
by rule and/or in Award Agreements, such conditions upon the
exercise of Awards (including, without limitation, conditions
limiting the time of exercise to specified periods) as may be
required to satisfy


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applicable regulatory requirements, including, without
limitation, Rule 16b-3 and Rule 10b-5 under the Exchange Act or
any other applicable law, regulation or rule, including, without
limitation, any other applicable requirements under the IRC, or
the regulations or rules promulgated thereunder.

     5.4  Payment for Awards.

          (a)  Awards requiring payment of a purchase or exercise price
     shall be payable upon the exercise or purchase of such Award by
     delivery of legal tender of the United States or payment of such
     other consideration as the Administering Body may from time to
     time deem acceptable in any particular instance, including
     consideration pursuant to subparagraphs (b) and (c) of this
     Section 5.4.

          (b)  The Company may, in the discretion of the Administering
     Body, assist any Recipient (including, without limitation, any
     Employee, Director or Consultant) in the payment of the exercise
     price or other amounts payable in connection with the receipt or
     exercise of such Award, by lending such amounts to such person on
     such terms and at such rates of interest and upon such security
     (if any) as shall be approved by the Administering Body.

          (c)  In the discretion of the Administering Body, and subject to
     such limitations or conditions as it may prescribe, if permitted
     by applicable law, (i) payments for purchase or exercise of
     Awards may be by matured capital stock of the Company (i.e.,
     capital stock owned longer than six (6) months by the person
     delivering such capital stock or by such person and his or her
     spouse jointly) delivered in transfer to the Company by or on
     behalf of the person exercising or purchasing the Award and duly
     endorsed in blank or accompanied by stock powers duly endorsed in
     blank, with signatures guaranteed in accordance with the Exchange
     Act if required by the Administering Body (valued at Fair Market
     Value as of the exercise or purchase date), or such other
     consideration as the Administering Body may from time to time in
     the exercise of its discretion deem acceptable in any particular
     instance; (ii) the Administering Body may allow the exercise of
     Stock Options in a broker-assisted or similar transaction in
     which the exercise price is not received by the Company until
     promptly after exercise, and/or (iii) the Administering Body may
     allow the Company to loan the applicable purchase or exercise
     price to the Recipient, if the purchase or exercise will be
     followed by a prompt sale of some or all of the underlying shares
     and a portion of the sale proceeds is dedicated to full payment
     of the purchase or exercise price and amounts required pursuant
     to Section 5.11 of this Plan.

     5.5  No Employment or Other Continuing Rights.  Nothing contained
in this Plan (or in any Award Agreement or in any other agreement
or document related to this Plan or to Awards granted hereunder)
shall confer upon (a) any Eligible Person or Recipient any right
to continue in the employ (or other business relationship) of the
Company or any Affiliated Entity or constitute any contract or
agreement of employment or engagement, or interfere in any way
with the right of the Company or any Affiliated Entity to reduce
such person's compensation or


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other benefits or to terminate the employment or engagement of
such Eligible Person or Recipient, with or without cause; or
(b) any Recipient any right to exercise or claim his or her Award
otherwise than in accordance with the express terms and
conditions of his or her Award Agreement and this Plan.  Except
as expressly provided in this Plan or in any Award Agreement
pursuant to this Plan, the Company and any Affiliated Entity, as
applicable, shall have the right to deal with each Recipient in
the same manner as if this Plan and any such Award Agreement did
not exist, including, without limitation, with respect to all
matters related to the hiring, retention, discharge, compensation
and conditions of the employment or engagement of the Recipient.
Any questions as to whether and when there has been a termination
of a Recipient's employment or engagement, the reason (if any)
for such termination, and/or the consequences thereof under the
terms of this Plan or any statement evidencing the grant of
Awards pursuant to this Plan shall be determined by the
Administering Body, and the Administering Body's determination
thereof shall be final, conclusive and binding upon all persons
and entities.

     5.6  Restrictions Under Applicable Laws and Regulations.

          (a)  All Awards granted under this Plan shall be subject to the
     requirement that, if at any time the Company shall determine, in
     its discretion, that the listing, registration or qualification
     of the shares subject to any such Award granted under this Plan
     upon any securities exchange or under any federal, state or
     foreign law, or the consent or approval of any government
     regulatory body, is necessary or desirable as a condition of, or
     in connection with, the granting of such Awards or the issuance,
     if any, or purchase of shares in connection therewith, such
     Awards may not be granted or exercised as a whole or in part
     unless and until such listing, registration, qualification,
     consent or approval shall have been effected or obtained free of
     any conditions not acceptable to the Administering Body.  During
     the term of this Plan, the Company will use reasonable efforts to
     seek to obtain from the appropriate regulatory agencies any
     requisite qualifications, consents, approvals or authorizations
     in order to issue and sell such number of shares of its Common
     Stock as shall be sufficient to satisfy the requirements of this
     Plan.  The inability of the Company to obtain from any such
     regulatory agency having jurisdiction thereof the qualifications,
     consents, approvals or authorizations deemed by the Company to be
     necessary for the lawful issuance and sale of any shares of its
     Common Stock hereunder shall relieve the Company of any liability
     in respect of the nonissuance or sale of such stock as to which
     such requisite qualification, consent, approval or authorization
     shall not have been obtained.

          (b)  The Company shall be under no obligation to register or
     qualify the issuance of Awards or underlying shares of Common
     Stock under the Securities Act or applicable state securities
     laws.  Unless the shares of Common Stock applicable to any such
     Award have been registered under the Securities Act and qualified
     or registered under applicable state securities laws, the Company
     shall be under no obligation to issue any shares of Common Stock
     covered by any Award unless the Award and underlying shares of
     Common Stock, as applicable, may be issued pursuant to applicable
     exemptions from such registration or qualification requirements.
     In connection


                              B-10


<PAGE>

     with any such exempt issuance, the Administering Body may
     require the Recipient to provide a written representation
     and undertaking to the Company, satisfactory in form and
     scope to the Administering Body and upon which the Company
     may reasonably rely, that such Recipient is acquiring such
     shares of Common Stock for his or her own account, as an
     investment and not with a view to, or for sale in connection
     with, the distribution of any such shares of Common Stock,
     and that such person will make no transfer of the same
     except in compliance with any rules and regulations in force
     at the time of such transfer under the Securities Act and
     other applicable law, and that if shares of Common Stock are
     issued under this Plan without such registration, a legend
     to this effect (together with any other legends deemed
     appropriate by the Administering Body) may be endorsed upon
     the certificates evidencing the shares of Common Stock so
     issued.  The Administering Body may also order its transfer
     agent to stop transfers of such shares.  The Administering
     Body may also require the Recipient to provide the Company
     such information and other documents as the Administering
     Body may request in order to satisfy the Administering Body
     as to the investment sophistication and experience of the
     Recipient and as to any other conditions for compliance with
     any such exemptions from registration or qualification.

     5.7  Additional Conditions.  The grant and/or exercise of an
Award and the issuance of shares in connection with the exercise
of an Award may also be conditioned upon or subject to such other
provisions (whether or not applicable to any other Award or
Eligible Person) as the Administering Body, in its sole
discretion, determines appropriate, in accordance with this Plan
and the Award Agreement, including, without limitation, (a)
provisions to assist the Recipient in financing the purchase of
Common Stock issuable as a result of such Award, (b) provisions
for the forfeiture of or restrictions on resale or other
disposition of shares of Common Stock acquired under any Award,
(c) provisions giving the Company the right to repurchase shares
of Common Stock acquired under any Award in the event the
Recipient elects to dispose of such shares, (d) provisions to
comply with federal and state securities laws and federal, state
or foreign income or employment tax withholding requirements,
(e) provisions conditioned upon the declaration of effectiveness
by the SEC of a registration statement relating to a primary
offering of the Common Stock, filed by the Company with the SEC
under the Securities Act, (f) provisions conditioned upon the
satisfaction of withholding tax or other withholding liabilities,
(g) provisions conditioned upon the listing, registration or
qualification of any to-be-issued shares upon any securities
exchange, any NASDAQ or other trading or quotation system or
under any state or federal law, (h) provisions conditioned upon
the consent or approval of any regulatory body, (i) provisions
conditions upon the execution of a lock-up agreement with one or
more prospective underwriters, or (j) provisions conditioned upon
the execution of a buy-sell or stockholders agreement with other
stockholders of the Company.  The Administering Body shall, in
its sole discretion, determine whether any one or more of these
conditions is necessary or desirable to be satisfied in
connection with the exercise of an Award or the delivery or
purchase of shares pursuant to the exercise of an Award.  If the
Administering Body determines that any one or more of the
foregoing conditions must be satisfied, the exercise of an Award
shall not be


                              B-11


<PAGE>

effective unless and until such condition shall have been
satisfied free of any conditions not acceptable to the
Administering Body in its sole discretion.

     5.8  No Privileges of Stock Ownership. Except as otherwise set
forth herein, a Recipient shall have no rights as a shareholder
with respect to any shares issuable or issued in connection with
an Award until the date of the exercise of the Award in
accordance with the Award Agreement and this Plan, and the
receipt by the Company of all amounts payable in connection with
the purchase or exercise, as applicable, of the Award, the
satisfaction or waiver of all applicable performance goals and
performance by the Recipient of all conditions and obligations
applicable to the Award, in accordance with this Plan and the
applicable Award Agreement.  Status as an Eligible Person shall
not be construed as a commitment that any Award will be granted
under this Plan to an Eligible Person or to Eligible Persons
generally.  No person shall have any right, title or interest in
any fund or in any specific asset (including shares of capital
stock) of the Company by reason of any Award granted hereunder.
Neither this Plan (nor any documents related hereto) nor any
action taken pursuant hereto (or thereto) shall be construed to
create a trust of any kind or a fiduciary relationship between
the Company and any Person.  To the extent that any Person
acquires any right with respect to Awards hereunder, such right
shall be no greater than the right of any unsecured general
creditor of the Company.

     5.9  Transferability of Awards.

          (a)  Except as otherwise provided by this Section 5.9 or by the
     Administering Body, no Award under this Plan may be sold,
     pledged, assigned, transferred, encumbered, alienated,
     hypothecated or otherwise disposed of (whether voluntarily or
     involuntarily or by operation of law by judgment, levy,
     attachment, garnishment or any other legal or equitable
     proceedings (including bankruptcy)) in any manner other than by
     will or the laws of descent and distribution or, subject to the
     consent of the Administering Body, pursuant to a DRO, unless and
     until such Award has been exercised, if applicable, and the
     shares of Common Stock underlying such Award have been issued,
     and all restrictions applicable to such shares have lapsed, and
     no Award or interest or right therein shall be liable for the
     debts, contracts, liabilities or contractual obligations of the
     Recipient thereof.  Any attempted disposition of an Award or any
     interest therein shall be null and void and of no effect, except
     to the extent that such disposition is permitted by the preceding
     sentence.

          (b)  Except as otherwise provided by the Administering Body,
     during the lifetime of a Recipient, only he or his court
     appointed guardian may exercise an Award (or any portion thereof)
     granted to him under this Plan, unless it has been transferred in
     accordance with paragraph (c) of this Section 5.9 or, with the
     consent of the Administering Body, pursuant to a DRO.  After the
     death of a Recipient, any exercisable or vested but unpaid
     portion of an Award may, prior to the time when such portion
     becomes unexercisable or is terminated or expires under this Plan
     or the applicable Award Agreement, be exercised by or paid to the
     beneficiary most recently named by such Recipient in a written
     designation thereof filed with the Company, to the extent


                              B-12


<PAGE>

     permitted by the Recipient's Award Agreement, or, in the
     absence of a validly designated beneficiary, his or her
     personal representative or by any person empowered to do so
     under the deceased Recipient's will or under the then
     applicable laws of descent and distribution.  In the event
     any Award is to be exercised by, or paid to, the executors,
     administrators, heirs or distributees of the estate of a
     deceased Recipient, or such Recipient's beneficiary, or an
     incapacitated Recipient's guardian, or the transferee of
     such Award, in any case pursuant to the terms and conditions
     of this Plan and the applicable Award Agreement, and in
     accordance with such terms and conditions as may be
     specified from time to time by the Administering Body, the
     Company shall be under no obligation to issue shares of
     Common Stock or make any payment under such Award unless and
     until the Administering Body is satisfied that the person or
     persons exercising or to receive payment under such Award is
     the duly appointed legal representative of the deceased
     Recipient's estate or the proper legatee or distributees
     thereof.

          (c)  The Administering Body may, in its discretion, permit the
     transfer of an Award to, exercise of an Award by, or payment of
     an Award to, a person other than the Recipient who received the
     grant of such Award in accordance with and/or under the Award
     Agreement and such terms and conditions as the Administering Body
     may specify from time to time.

          (d)  Notwithstanding the foregoing, no Stock Option owned by a
     Recipient subject to Section 16 of the Exchange Act may be
     assigned or transferred in any manner inconsistent with Rule 16b-
     3, and Incentive Stock Options (or other Stock Options subject to
     transfer restrictions under the IRC) may not be assigned or
     transferred if such assignment or transfer would cause such an
     Incentive Stock Option to fail to qualify under Section 422 of
     the IRC (or any comparable or successor provision) or the
     regulations thereunder.

     5.10 Information to Recipients.

          (a)  The Administering Body in its sole discretion shall
     determine what, if any, financial and other information shall be
     provided to Recipients and when such financial and other
     information shall be provided after giving consideration to
     applicable federal, state and foreign laws, rules and
     regulations, including, without limitation, applicable federal,
     state and foreign securities laws, rules and regulations.

          (b)  The furnishing of financial and other information that is
     confidential to the Company shall be subject to the Recipient's
     agreement that the Recipient shall maintain the confidentiality
     of such financial and other information, shall not disclose such
     information to third parties, and shall not use the information
     for any purpose other than evaluating an investment in the
     Company's securities under this Plan.  The Administering Body may
     impose other restrictions on the access to and use of such
     confidential information and may require a Recipient to
     acknowledge the Recipient's obligations


                              B-13


<PAGE>

     under this Section 5.10(b) (which acknowledgment shall not
     be a condition to the Recipient's obligations under this
     Section 5.10(b)).

     5.11 Withholding Taxes. Whenever the granting, vesting, exercise
or payment of any Award granted under this Plan, or the transfer
of any shares issued upon exercise of any Award, gives rise to
tax or tax withholding liabilities or obligations, the
Administering Body shall have the right, as a condition to the
issuance of any shares of Common Stock under, or other payment
of, such Award, to require the Recipient to remit to the Company
an amount sufficient to satisfy such federal, state, local and
foreign tax requirements, and the Company or any Affiliated
Entity shall, to the extent permitted by applicable law, have the
right to deduct any such taxes from any payment of any kind
otherwise due to such Recipient.  The Administering Body may, in
the exercise of its discretion, permit a Recipient to satisfy
such tax withholding requirements by (a) delivery to the Company
of Common Stock owned by such Recipient (or by such Recipient and
his or her spouse jointly) or (b) electing withholding by the
Company of a portion of the Common Stock otherwise issuable in
connection with such Recipient's Award (provided, however, that
the amount of any Common Stock so withheld shall not exceed the
amount necessary to satisfy required federal, state, local and
foreign withholding obligations using the minimum statutory
rate), to the extent permitted by applicable law and pursuant to
procedures approved by the Administering Body.

     5.12 Legends on Common Stock Certificates. Each certificate
representing shares acquired as a result of any Award granted
hereunder shall be endorsed with all legends, if any, required by
applicable federal and state securities or other laws or
agreements or the Administering Body to be placed on the
certificate.  The determination of which legends, if any, shall
be placed upon such certificates shall be made by the
Administering Body in its sole discretion and such decision shall
be final and binding.

     5.13 Effect of Termination of Employment on Awards - Employees
Only.

          (a)  Termination for Just Cause Dismissal. Subject to Section
     5.13(c), and except as otherwise provided in a written agreement
     (including, without limitation, any Award Agreement) between the
     Company and/or an Affiliated Entity and the Recipient, which may
     be entered into at any time before or after termination of
     employment of the Recipient, in the event of a Just Cause
     Dismissal of an Employee Recipient from employment with the
     Company or any Affiliated Entity, all of the Recipient's unvested
     Awards shall be terminated and become void, and all of the
     Recipient's unexercised Awards (whether or not vested) shall be
     forfeited, expire and become void, as of the date of such Just
     Cause Dismissal.

          (b)  Termination Other than for Just Cause Dismissal. Subject to
     Section 5.13(c), and except as otherwise provided in a written
     agreement (including, without limitation, any Award Agreement)
     between the Company and/or an Affiliated Entity and the
     Recipient, which may be entered into at any time before or after
     termination of


                              B-14


<PAGE>

     employment, in the event of an Employee Recipient's
     termination of employment with the Company or any Affiliated
     Entity for:

               (i)  any reason other than for Just Cause Dismissal, death,
          Permanent Disability or Retirement, the Recipient's unvested
          and/or unexercised Awards, whether or not vested, shall expire
          and become void as of the earlier of (A) the date such Awards
          would have expired in accordance with their terms had the
          Recipient remained employed and (B) three (3) months after the
          date of such termination; or

               (ii) death, Permanent Disability or Retirement, the Recipient's
          unvested and/or unexercised, whether or not vested, Awards shall
          expire and become void as of the earlier of (A) the date such
          Awards would have expired in accordance with their terms had the
          Recipient remained employed and (B) one (1) year after the date
          of such termination; provided, however, that the one-year period
          provided in (B) shall be three (3) months for Incentive Stock
          Options following termination of employment for Retirement.

          (c)  Alteration of Vesting and Exercise Periods. Notwithstanding
     anything to the contrary in Section 5.13(a) or Section 5.13(b),
     the Administering Body may in its discretion designate shorter or
     longer periods to claim or otherwise exercise Awards following a
     Recipient's termination of employment with the Company or any
     Affiliated Entity; provided, however, that any shorter periods
     determined by the Administering Body shall be effective only if
     provided for in the Award Agreement that evidences the
     Recipient's Award or if such shorter period is agreed to in
     writing between the Recipient and the Company.  Notwithstanding
     anything to the contrary herein, Awards shall be claimed, paid or
     exercisable by a Recipient following such Recipient's termination
     of employment with the Company or any Affiliated Entity only to
     the extent that installments thereof had become exercisable or
     vested on or prior to the date of such termination; and provided
     further that the Administering Body may, in its discretion, elect
     to accelerate the vesting or exercisability of, or lapse of
     restrictions applicable to, all or any portion of any Awards that
     had not become vested or exercisable on or prior to the date of
     such termination, in the event of a termination of employment due
     to the Recipient's death or Permanent Disability, or, except with
     respect to any Award intended to qualify as Performance-Based
     Compensation, in the event of Retirement or otherwise.
     Furthermore, at any time prior to a Recipient's termination of
     employment with the Company or any Affiliated Entity, the
     Administering Body may, in its discretion, accelerate the vesting
     or exercisability, or waive or, subject to the other provisions
     of this Plan, amend any and all of the goals, restrictions or
     conditions imposed under any Award; provided, however, no such
     acceleration, waiver or amendment shall cause any Award otherwise
     intended to qualify as Performance-Based Compensation to fail to
     so qualify.

                              B-15


<PAGE>

     5.14 Effect of Termination of Engagement on Awards - Non-
Employees Only.

          (a)  Termination of Engagement. Subject to Section 5.14(b), and
     except as otherwise provided in a written agreement between the
     Company and/or an Affiliated Entity and the Recipient, which may
     be entered into at any time before or after termination of
     engagement of the Recipient, in the event of the termination of
     any non-Employee Recipient's engagement with the Company or any
     Affiliated Entity (including any such Recipient who is a
     Director, but not also an Employee or a Consultant), all of the
     Recipient's unvested Awards shall be terminated and become void,
     and all of the Recipient's unexercised Awards (whether or not
     vested) shall be forfeited, expire and become void as of the
     earlier of (i) the date such Awards would expire in accordance
     with their terms had the Recipient remained engaged by the
     Company or such Affiliated Entity and (ii)(A) three (3) months
     after such termination as a result of death or Permanent
     Disability and (B) thirty (30) days after such termination for
     any other reason.

          (b)  Alteration of Vesting and Exercise Periods. Notwithstanding
     anything to the contrary in Section 5.14(a), the Administering
     Body may, in its discretion, designate shorter or longer periods
     to claim or otherwise exercise Awards following a non-Employee
     Recipient's termination of engagement with the Company or any
     Affiliated Entity; provided, however, that any shorter periods
     determined by the Administering Body shall be effective only if
     provided for in the Award Agreement that evidences the
     Recipient's Award or if such shorter period is agreed to in
     writing by the Recipient.  Notwithstanding anything to the
     contrary herein, Awards shall be claimed, paid or exercisable by
     a Recipient following such Recipient's termination of engagement
     with the Company or any Affiliated Entity only to the extent that
     the installments thereof had become exercisable or vested  on or
     prior to the date of such termination; and provided further that
     the Administering Body may, in its discretion, elect to
     accelerate the vesting or exercisability of, or lapse of
     restrictions applicable to, all or any portion of any Awards that
     had not become vested or exercisable on or prior to the date of
     such termination. Furthermore, at any time prior to a Recipient's
     termination of engagement with the Company or any Affiliated
     Entity, the Administering Body may, in its discretion, accelerate
     the vesting or exercisability, or waive or, subject to the other
     provisions of this Plan, amend any and all of the goals,
     restrictions or conditions imposed under any Award.

     5.15 Transfer; Leave of Absence. For purposes of this Plan, the
transfer by a Recipient to the employment or engagement of (i)
the Company from an Affiliated Entity, (ii) from the Company to
an Affiliated Entity or (iii) from one Affiliated Entity to
another Affiliated Entity (including, with respect to
Consultants, the assignment between the Company and an Affiliated
Entity or between two Affiliated Entities, as applicable, of an
agreement pursuant to which such services are rendered) or, with
respect solely to Employees, an approved leave of absence for
military service, sickness, or for any other purpose approved by
the Company, shall not be deemed a termination of employment or
engagement of such Recipient, as the case may be; provided,
however, that a change in status of a Recipient from an Employee
to a Consultant, or to a Director who is not an Employee, shall
be considered a termination of such


                              B-15


<PAGE>

Recipient's employment with the Company or an Affiliated Entity
for purposes of this Plan and such Recipient's Awards, except to
the extent that the Administering Body determines, in its
discretion, otherwise with respect to any Award that is not an
Incentive Stock Option.  In no event, however, shall an Award be
exercisable after the date such Award would expire in accordance
with its terms had the Recipient remained continuously employed
or engaged in the service of the Company or an Affiliated Entity.
Whether a Recipient's employment or service with the Company or
any Affiliated Entity has terminated, and, if so, whether such
termination constituted Just Cause Dismissal, shall be determined
by the Administering Body, in its good faith discretion, in
accordance with this Plan, and any such determination shall be
final, binding and conclusive upon all persons and entities.

     5.16 Limits on Awards to Certain Eligible Persons.

          (a)  Limitations Applicable to IRC Section 162(m) Participants.
     Notwithstanding any other provision of this Plan, in order for
     the compensation attributable to Awards hereunder to qualify as
     Performance-Based Compensation, no one Eligible Person shall be
     granted any one or more Awards with respect to more than Two
     Million Five Hundred Thousand (2,500,000) shares of Common Stock
     in any one calendar year.  The limitation set forth in this
     Section 5.16(a) shall be subject to adjustment as provided in
     Section 3.4 or Section 4.5(b) and Article 7, but only to the
     extent such adjustment would not affect the status of
     compensation attributable to Awards hereunder as Performance-
     Based Compensation. To the extent required by Section 162(m) of
     the IRC, shares of Common Stock subject to Awards which are
     canceled shall continue to be counted against such limitation and
     if, after the grant of an Award, the price of shares subject to
     such Award is reduced and the transaction is treated as a
     cancellation of the Award and a grant of a new Award, both the
     Award deemed to be canceled and the Award deemed to be granted
     shall be counted against such limitation.

          (b)  Limitations Applicable to Section 16 Persons.
     Notwithstanding any other provision of this Plan, this Plan, and
     any Award granted or awarded to any individual who is then
     subject to Section 16 of the Exchange Act, shall be subject to
     any additional limitations set forth in any applicable exemptive
     rule under Section 16 of the Exchange Act (including Rule 16b-3)
     that are requirements for the application of such exemptive rule.
     To the extent permitted by applicable law, this Plan and Awards
     granted or awarded hereunder shall be deemed amended to the
     extent necessary to conform to such applicable exemptive rule.

     5.17 Performance-Based Compensation. If the amount of
compensation an Eligible Person may receive under any Award is
not based solely on an increase in the value of Common Stock
after the date of grant, the Administering Body, in order to
qualify such Awards as Performance-Based Compensation, may
condition the payment, granting, vesting or exercisability or
purchase price of such Awards on the attainment of one or more
pre-established, objective performance goals that are determined
over a measurement period or periods established by the
Administering Body and relate to one or more Performance
Criteria.  The


                              B-16


<PAGE>

Administering Body shall establish and administer any such
performance goals.  Payment of compensation in respect of any
such Award shall not be made unless and until the Administering
Body certifies in writing that the applicable Performance
Criteria, performance goals and any other material terms of such
Award were in fact satisfied, except as otherwise provided by the
Administering Body in accordance with this Plan and the
applicable Award Agreement in the event of termination of a
Recipient's employment or service with the Company or an
Affiliated Entity due to death or Disability or in the event of a
Change in Control.

6.   STOCK OPTIONS

     6.1  Nature of Stock Options.  Subject to the limitations
provided otherwise herein, Stock Options may be Incentive Stock
Options or Non-qualified Stock Options. Each Award Agreement
relating to a Stock Option shall state whether such Option will
be treated as an Incentive Stock Option or a Non-qualified Stock
Option.

     6.2  Option Exercise Price. The exercise price for each Stock
Option shall be determined by the Administering Body as of the
date such Stock Option is granted and shall be stated in the
Award Agreement.  The exercise price shall be no less than the
Fair Market Value of the Common Stock subject to the Option on
the date such option is granted; provided, however, that the
Administering Body may, in its discretion, with the consent of
the Recipient in the case of an Incentive Stock Option, amend the
terms of any Stock Option not intended to qualify as Performance-
Based Compensation to provide that the exercise price of the
shares remaining subject to the Stock Option shall be
reestablished at a price not less than 100% of the Fair Market
Value of the Common Stock on the effective date of the amendment.

     6.3  Option Period and Vesting.  Stock Options granted hereunder
shall vest and may be exercised as determined by the
Administering Body and stated in the Award Agreement, except that
exercise of such Stock Options after termination of the
Recipient's employment or engagement shall be subject to Section
5.13 or 5.14, as the case may be.  Each Stock Option granted
hereunder and all rights or obligations thereunder shall expire
on such date as shall be determined by the Administering Body,
but not later than ten (10) years after the date the Stock Option
is granted and shall be subject to earlier termination as
provided herein or in the Award Agreement.  The Administering
Body may, in its discretion at any time and from time to time
after the grant of a Stock Option, accelerate vesting of such
Stock Option as a whole or in part by increasing the number of
shares then purchasable, provided that the total number of shares
subject to such Stock Option may not be increased.  Except as
otherwise provided herein, a Stock Option shall become
exercisable, as a whole or in part, on the date or dates, or upon
satisfaction of such conditions, specified by the Administering
Body and thereafter shall remain exercisable until the expiration
or earlier termination of the Stock Option.

     6.4  Special Provisions Regarding Incentive Stock Options.

          (a)  Notwithstanding anything in this Article 6 to the contrary,
     the exercise price and vesting Period of any Stock Option
     intended to qualify as an Incentive Stock


                              B-17

<PAGE>

     Option shall comply with the provisions of Section 422 of
     the IRC and the regulations thereunder.  As of the Effective
     Date, such provisions require, among other matters, that
     (i) the exercise price must not be less than the Fair Market
     Value of the underlying stock as of the date the Incentive
     Stock Option is granted, and not less than 110% of the Fair
     Market Value as of such date in the case of a grant to a
     Significant Shareholder; and (ii) that the Incentive Stock
     Option not be exercisable after the expiration of five (5)
     years from the date of grant in the case of an Incentive
     Stock Option granted to a Significant Shareholder.

          (b)  The aggregate Fair Market Value (determined as of the
     respective date or dates of grant) of the Common Stock for which
     one or more Incentive Stock Options granted to any Recipient
     under this Plan (or any other option plan of the Company or an
     Affiliated Entity) may for the first time become exercisable as
     "incentive stock options" under the IRC during any one calendar
     year shall not exceed $100,000.

          (c)  Any Options granted as Incentive Stock Options pursuant to
     this Plan that for any reason fail or cease to qualify as such
     shall be treated as Non-qualified Stock Options.

     6.5  Restrictions  The Administering Body, in its sole and
absolute discretion, may impose such restrictions on the
ownership and transferability of the shares purchasable upon the
exercise of a Stock Option as it deems appropriate. Any such
restriction shall be set forth in the respective Award Agreement
and may be referred to on the certificates evidencing such
shares. The Recipient shall give the Company prompt notice of any
disposition of shares of Common Stock acquired by exercise of an
Incentive Stock Option within (i) two years from the date of
granting (including the date the Option is modified, extended or
renewed for purposes of Section 424(h) of the IRC) such Option to
such Recipient or (ii) one year after the transfer of such shares
to such Recipient.

7.   REORGANIZATIONS

     7.1  Corporate Transactions Not Involving a Change in Control.
If the Company shall consummate any Reorganization not involving
a Change in Control in which holders of shares of Common Stock
are entitled to receive in respect of such shares any securities,
cash or other consideration (including without limitation a
different number of shares of Common Stock), each Award
outstanding under this Plan shall thereafter be claimed or
exercisable, in accordance with this Plan, only for the kind and
amount of securities, cash and/or other consideration receivable
upon such Reorganization by a holder of the same number of shares
of Common Stock as are subject to that Award immediately prior to
such Reorganization, and any adjustments will be made to the
terms of the Award, and the underlying Award Agreement, in the
sole discretion of the Administering Body as it may deem
appropriate to give effect to the Reorganization.

                              B-18


<PAGE>

     7.2  Corporate Transactions Involving a Change in Control.  As of
the effective time and date of any Change in Control, this Plan
and any then outstanding Awards (whether or not vested) shall
automatically terminate unless (a) provision is made in writing
in connection with such transaction for the continuance of this
Plan and for the assumption of such Awards, or for the
substitution for such Awards of new grants covering the
securities of a successor entity or other party to the
transaction resulting in such Change in Control or an affiliate
thereof, with appropriate adjustments as to the number and kind
of securities and exercise prices, in which event this Plan and
such outstanding Awards shall continue or be replaced, as the
case may be, in the manner and under the terms provided by the
Administering Body and/or in any written agreement relating to
such Change in Control transaction; or (b) the Board otherwise
has provided or shall provide in writing for such adjustments as
it deems appropriate in the terms and conditions of the then-
outstanding Awards (whether or not vested), including without
limitation (i) accelerating the vesting or exercisability of
outstanding Awards and/or (ii) providing for the cancellation of
Awards and their automatic conversion into the right to receive
the securities, cash and/or other consideration that a holder of
the shares underlying such Awards would have been entitled to
receive upon consummation of such Change in Control had such
shares been issued and outstanding immediately prior to the
effective date and time of the Change in Control (net of the
appropriate option exercise prices).  If, pursuant to the
foregoing provisions of this Section 7.2, this Plan and any
outstanding Awards granted hereunder shall terminate by reason of
the occurrence of a Change in Control without provision for any
of the actions described in clause (a) or (b) hereof, then any
Recipient holding outstanding Awards shall have the right, at
such time immediately prior to the consummation of the Change in
Control as the Administering Body shall designate, to convert,
claim or exercise, as applicable, the Recipient's Awards to the
full extent not theretofore converted, claimed or exercised,
including any installments which have not yet become vested or
exercisable.

8.   DEFINITIONS

Capitalized terms used in this Plan and not otherwise defined
shall have the meanings set forth below:

"Administering Body" means the Board as long as no Stock Plan
Committee has been appointed and is in effect and shall mean the
Stock Plan Committee as long as the Stock Plan Committee is
appointed and in effect.

"Affiliated Entity" means any (i) any corporation or limited
liability company, other than the Company, in an unbroken chain
of corporations or limited liability companies ending with the
Company if each corporation or limited liability company owns
stock or membership interests (as applicable) possessing more
than fifty percent (50%) of the total combined voting power of
all classes of stock in one of the other corporations or limited
liability companies in such chain; (ii) any corporation, trade or
business (including, without limitation, a partnership or limited
liability company) which is more than fifty percent (50%)
controlled (whether by ownership of stock, assets or an
equivalent ownership interest or voting interest) by the Company
or another Affiliated Entity; or (iii) any other entity, approved
by the Administering Body as


                              B-19


<PAGE>

an Affiliated Entity under the Plan, in which the Company or any
other Affiliated Entity has a material equity interest.

"Award" or "Awards," except where referring to a particular
category or grant under this Plan, shall include Incentive Stock
Options and Non-qualified Stock Options.

"Award Agreement" means the agreement or confirming memorandum
setting forth the terms and conditions of the Award.

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

"Change in Control" means the following and shall be deemed to
occur if any of the following events specified in clauses (a),
(b), (c) or (d) occur:

          (a)  Any Person (other than a Wei Zhou Affiliate) becomes, after
     the Effective Date, the beneficial owner (within the meaning of
     Rule 13d-3 promulgated under the Exchange Act), directly or
     indirectly, of fifty percent (50%) or more of the combined voting
     power of the Company's then outstanding securities; or

          (b)  During any period of two (2) consecutive years, individuals,
     who at the beginning of such period, constitute the Board and any
     new Director of the Company (other than a Director designated by
     a person who has entered into an agreement with the Company to
     effect a transaction described in clause (a), (c) or (d) of this
     definition) whose election by the Board or nomination for
     election by the Company's stockholders was approved by a vote of
     at least two-thirds (2/3rds) of the Directors of the Company then
     still in office who either were Directors of the Company at the
     beginning of the two-year period or whose election or nomination
     for election was previously so approved, cease for any reason to
     constitute at least a majority of the Board;

          (c)  A merger or consolidation of the Company with any other
     corporation, other than a merger or consolidation that would
     result in the voting securities of the Company outstanding
     immediately prior thereto continuing to represent (either by
     remaining outstanding or by being converted into voting
     securities of the surviving entity) more than fifty percent (50%)
     of the combined voting power of the voting securities of the
     Company or such surviving entity outstanding immediately after
     such merger or consolidation; provided, however, that a merger or
     consolidation effected to implement a recapitalization of the
     Company (or similar transaction) in which no person acquires more
     than fifty percent (50%) of the combined voting power of the
     Company's then outstanding securities or a merger or
     consolidation primarily effected to change the Company's
     jurisdiction of incorporation shall not constitute a Change in
     Control, and provided further a merger or consolidation in which
     the Company is the surviving entity (other than as a wholly owned
     subsidiary of another entity) and in which the Board of Directors
     of the Company or the successor to the Company after giving
     effect to the merger or consolidation, is comprised of a majority
     of members who are either (x) Directors of the


                              B-20


<PAGE>

     Company immediately preceding the merger or consolidation,
     or (y) appointed to the Board of Directors by the Company
     (or the Board) as an integral part of such merger or
     consolidation, shall not constitute a Change in Control; or

          (d)  Approval by the stockholders of the Company or any order by
     a court of competent jurisdiction of a plan of liquidation of the
     Company, or the sale or disposition by the Company of all or
     substantially all of the Company's assets other than (i) the sale
     or disposition of all or substantially all of the assets of the
     Company to a person or persons who beneficially own, directly or
     indirectly, at least fifty percent (50%) or more of the combined
     voting power of the outstanding voting securities of the Company
     at the time of the sale; or (ii) pursuant to a dividend in kind
     or spin-off type transaction, directly or indirectly, of such
     assets to the stockholders of the Company;

          (e)  Notwithstanding the foregoing, a Change in Control of the
     type described in clauses (b), (c) or (d) above shall be deemed
     to be completed on the date it occurs, and a Change in Control of
     the type described in clause (a) above shall be deemed to be
     completed as of the date the entity or group attaining fifty
     percent (50%) or greater ownership has elected its
     representatives to the Board of Directors and/or caused its
     nominees to become officers of the Company with the authority to
     terminate or alter the terms of any Employee's employment.

"Common Stock" means the common stock of the Company, par value
$0.001 per share, as constituted on the Effective Date, and as
thereafter adjusted as a result of any one or more events
requiring adjustment of outstanding Awards under Section 3.4
above or any other provision of this Plan.

"Company" means INTAC International, Inc., a Nevada corporation,
and its successors.

"Consultant" means any consultant or advisor if:

     (a)  the consultant or advisor renders bona fide services to
     the Company or any Affiliated Entity;

     (b)  the services rendered by the consultant or advisor 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 Company's
     securities; and

     (c)  the consultant or advisor is a natural person who has
     contracted directly with the Company or an Affiliated Entity
     to render such services.

"Director" means any person serving on the Board of the Company
or the Board of Directors of an Affiliated Entity irrespective of
whether such person is also an Employee of the Company or an
Affiliated Entity.

                              B-21


<PAGE>

"DRO" means a domestic relations order as defined by the IRC or
Title I of ERISA or the rules thereunder.

"Effective Date" means November 28, 2001, which is the date this
Plan was adopted by the Board.

"Eligible Person" shall include key Employees, Directors and
Consultants of the Company or of any Affiliated Entity.

"Employee" means any officer or other employee (as defined in
accordance with Section 3401(c) of the IRC) of the Company or any
Affiliated Entity.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

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

"Exchange Act Registered Company" means that the Company has any
class of any equity security registered pursuant to Section 12 of
the Exchange Act.

"Expiration Date" means the tenth anniversary of the Effective
Date.

"Fair Market Value" of a share of the Company's capital stock as
of a particular date shall be: (a) if the stock is listed on an
established stock exchange or exchanges (including for this
purpose, the NASDAQ National Market), the closing sale price of
the stock quoted for such date as reported in the transactions
index of each such exchange, as published in The Wall Street
Journal and determined by the Administering Body, or, if no sale
price was quoted in any such index for such date, then as of the
next preceding date on which such a sale price was quoted; or
(b) if the stock is not then listed on an exchange or the NASDAQ
National Market, the average of the closing bid and asked prices
per share for the stock in the over-the-counter market as quoted
on the NASDAQ Small Cap Market on such date, or if not so quoted,
on the OTC Bulletin Board on such date; or (c) if the stock is
not then listed on an exchange or quoted in the over-the-counter
market or the OTC Bulletin Board, an amount determined in good
faith by the Administering Body; provided, however, that (i) when
appropriate, the Administering Body, in determining Fair Market
Value of capital stock of the Company, may take into account such
other factors as it may deem appropriate under the circumstances
and (ii) if the stock is traded on the NASDAQ Small Cap Market
and both sales prices and bid and asked prices are quoted or
available, the Administering Body may elect to determine Fair
Market Value under either clause (a) or (b) above.
Notwithstanding the foregoing, the Fair Market Value of capital
stock for purposes of grants of Incentive Stock Options shall be
determined in compliance with applicable provisions of the IRC.

"Incentive Stock Option" means a Stock Option that qualifies as
an incentive stock option under Section 422 of the IRC, or any
successor statute thereto.

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

                              B-22


<PAGE>

"Just Cause Dismissal" shall mean a termination of a Recipient's
employment for any of the following reasons:  (a) the Recipient
violates any reasonable rule or regulation of the Board, the
Company's Chief Executive Officer or the Recipient's superiors
that results in material damage to the Company or an Affiliated
Entity or which, after written notice to do so, the Recipient
fails to correct within a reasonable time; (b) any willful
misconduct or gross negligence by the Recipient in the material
responsibilities assigned to the Recipient; (c) any willful
failure to perform the Recipient's job as required to meet the
objectives of the Company and/or an Affiliated Entity; (d) any
wrongful conduct of a Recipient that has a material adverse
impact on the Company or an Affiliated Entity or which
constitutes a misappropriation of assets of the Company or an
Affiliated Entity; (e) the Recipient's performing services for
any other person or entity that competes with the Company and/or
an Affiliated Entity while the Recipient is employed by the
Company or an Affiliated Entity, without the express written
approval of the Chief Executive Officer of the Company or an
Affiliated Entity, as applicable; or (f) any other conduct that
the Administering Body determines constitutes just cause for
dismissal; provided, however, that if a Recipient is party to an
employment agreement with the Company and/or an Affiliated Entity
providing for just cause dismissal (or some comparable notion) of
such Recipient from his or her employment with the Company or an
Affiliated Entity, "Just Cause Dismissal" for purposes of this
Plan shall have the same meaning as ascribed thereto or to such
comparable notion in such employment agreement.

"Non-Employee Director" means any director of the Company who
qualifies as a "non-employee director" within the meaning of
Rule 16b-3.

"Non-qualified Stock Option" means a Stock Option that is not an
Incentive Stock Option.

"Outside Director" means an "outside director" as defined in the
regulations adopted under Section 162(m) of the IRC.

"Parent Corporation" means any parent corporation of the Company
as defined in Section 424(e) of the IRC.

"Performance-Based Compensation" means performance-based
compensation as described in Section 162(m)4(C) of the IRC.

"Performance Criteria" means the following business criteria with
respect to the Company, any Affiliated Entity or any division or
operating unit of any thereof: (a) income or net income, (b) pre-
tax income, (c) operating income or net operating income, (d)
cash flow, (e) earnings per share (including earnings before
interest, taxes and amortization), (f) return on equity, (g)
return on invested capital or assets, (h) cost reductions or
savings, (i) funds from operations, (j) appreciation in the fair
market value of Common Stock, (k) earnings before any one or more
of the following items: interest, taxes, depreciation or
amortization, (1) book value of Common Stock, (m) total
stockholder return, (n) return on capital, (o) return on assets
or net assets, or (p) operating margin.

                              B-23


<PAGE>

"Permanent Disability" means that the Recipient becomes
physically or mentally incapacitated or disabled so that the
Recipient is unable to perform substantially the same services as
the Recipient performed prior to incurring such incapacity or
disability (the Administering Body, at its option and the
Company's expense, may retain a physician to confirm the
existence of such incapacity or disability, and the determination
of such physician shall be binding upon the Company and the
Recipient), and such incapacity or disability continues for a
period of three consecutive months or six months in any 12-month
period or such other period(s) as may be determined by the
Administering Body with respect to any Award, provided that for
purposes of determining the period during which an Incentive
Stock Option may be exercised pursuant to Section 5.13(b)(ii)
hereof, Permanent Disability shall mean "permanent and total
disability" as defined in Section 22(e) of the IRC.

"Person" means any person, entity or group, within the meaning of
Section 13(d) or 14(d) of the Exchange Act, but excluding (a) the
Company and its Affiliated Entities, (b) any employee stock
ownership or other employee benefit plan maintained by the
Company that is qualified under ERISA, (c) any trustee or other
fiduciary holding securities under any employee benefit plan of
the Company or an Affiliated Entity, (d) any company owned,
directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of Common
Stock of the Company, or (e) any entity holding non-participating
shares of an entity which is a shareholder of the Company or
which owns or controls, directly or indirectly, a shareholder of
the Company becomes the "beneficial owner" (as defined in Rule
13d-3 under the Act), directly or indirectly, of securities of
the Company representing fifty percent (50%) or more of the
combined voting power of the Company's then outstanding
securities.

"Plan" means this 2001 Long Term Incentive Plan of the Company.

"Plan Term" means the period during which this Plan remains in
effect (commencing on the Effective Date and ending on the
Expiration Date).

"Recipient" means an Eligible Person who has received an Award or
Awards under this Plan or any person who is recognized under the
Plan as the successor in interest to such Eligible Person with
respect to such Eligible Person's Award.

"Reorganization" means any merger, consolidation, business
combination, other reorganization or other similar transaction.

"Retirement" means normal retirement from employment with the
Company or an Affiliated Entity in accordance with the retirement
policies of the Company or any such Affiliated Entity then in
effect as determined by the Administering Body.

"Rule 16b-3" means Rule 16b-3 under the Exchange Act or any
successor or similar rule under the Exchange Act, as the same may
be amended from time to time.

                              B-24


<PAGE>

"Securities Act" means the Securities Act of 1933, as amended.

"Significant Shareholder" is an individual who, at the time an
Award is granted to such individual under this Plan, owns more
than ten percent (10%) of the combined voting power of all
classes of stock of the Company or of any Parent Corporation or
Subsidiary Corporation  (after application of the attribution
rules set forth in Section 424(d) of the IRC).

"Stock Option" or "Option" means a right to purchase stock of the
Company granted under Article 6 of this Plan to an Eligible
Person.

"Stock Plan Committee" means the committee appointed by the Board
to administer this Plan pursuant to Section 4.1.

"Subsidiary Corporation" means any subsidiary corporation of the
Company as defined in Section 424(f) of the IRC.

"Wei Zhou Affiliate" means Wei Zhou or any entity controlled by
Wei Zhou.

                              B-25