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                               FINDWHAT.COM, INC.
                              (F/K/A/ BEFIRST.COM)

                            1999 STOCK INCENTIVE PLAN
                          (AS AMENDED ON JUNE 11, 2001)


SECTION 1.  PURPOSES; DEFINITIONS.

         The purpose of this Plan is to enable the Company to offer to its key
employees and to key employees of its Subsidiaries and other persons who are
expected to contribute to the success of the Company, long term
performance-based stock and/or other equity interests in the Company, thereby
enhancing their ability to attract, retain and reward such key employees or
other persons, and to increase the mutuality of interest between those employees
or other persons and the stockholders of the Company.

For purposes of this Plan, the following terms shall be defined as set forth
below:

         (a)      "Board" means the Board of Directors of BeFirst.com.

         (b)      "Cause" shall have the meaning ascribed thereto in Section
                  5(b)(ix) below.

         (c)      "Change of Control" shall have the meaning ascribed thereto in
                  Section 9 below.

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

         (e)      "Committee" means the Stock Incentive Committee of the Board
                  or any other committee of the Board which the Board may
                  designate.

         (f)      "Company" means BeFirst.com, a corporation organized under the
                  laws of the State of Nevada.

         (g)      "Deferred Stock" means Stock to be received, under an award
                  made pursuant to Section 7 below, at the end of a specified
                  deferral period.

         (h)      "Disability" means disability as determined under procedures
                  established by the Committee for purposes of this Plan.

         (i)      "Early Retirement" means retirement from active employment
                  with the Company or any Parent or Subsidiary prior to age 65,
                  with the approval of the Board or the Committee, for purposes
                  of one or more award(s) under this Plan.

         (j)      "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended, as in effect from time to time.

         (k)      "Fair Market Value" of a share of Stock means, as of any given
                  date: (i) if the Stock is listed on a national securities
                  exchange or quoted on the National Association of Securities
                  Dealers, Inc. Automated Quotation System ("NASDAQ"), the last
                  sale price of a share of Stock on the last preceding day on
                  which the Common Stock was traded, as reported by such
                  exchange or NASDAQ, or on a composite tape reflecting
                  transactions on such exchange or by NASDAQ, as the case may
                  be; (ii) if the Stock is not listed on a national securities
                  exchange or quoted on the NASDAQ, but is traded in the
                  over-the-counter market, the average of the high bid and asked
                  prices for a share of Stock on the last preceding day for
                  which such quotations are reported by the National Quotation
                  Bureau, Inc.; and (iii) if the fair market value of a share of
                  Stock cannot be determined pursuant to clause (i) or (ii)
                  above, such price as the Board of Directors or the Committee,
                  as the case may be, shall determine, which determination shall
                  be conclusive as to the Fair Market Value of the Stock.


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         (1)      "Incentive Stock Option" means any Stock Option which is
                  intended to be and is designated as an "incentive stock
                  option" within the meaning of Section 422 of the Code.

         (m)      "Non-Qualified Stock Option" means any Stock Option that is
                  not an Incentive Stock Option.

         (n)      "Normal Retirement" means retirement from active employment
                  with the Company or any Subsidiary on or after age 65.

         (o)      "Other Stock-Based Award" means an award under Section 8 below
                  that is valued in whole or in part by reference to, or is
                  otherwise based upon Stock.

         (p)      "Parent" means any present or future parent of the Company, as
                  such term is defined in Section 424(e) of the Code, or any
                  successor thereto.

         (q)      "Performance Objectives" means performance objectives adopted
                  by the Committee pursuant to the Plan for key employees who
                  have received awards under the Plan. With respect to any award
                  to a key employee who is, or is determined by the Committee to
                  be likely to become a "covered employee" within the meaning of
                  Section 162(m) of the Code, the Performance Objectives shall
                  be limited to specified levels of growth in or peer company
                  comparisons based upon (i) appreciation in the price of Stock
                  plus reinvested dividends over a specified period of time,
                  (ii) return on assets or (iii) book value per share, as the
                  Committee may determine, and the attainment of such
                  Performance Objectives shall not be deemed to have occurred
                  until certified by the Committee. Except in the case of a
                  covered employee, if the Committee determines that a change in
                  business, operations, corporate structure or capital structure
                  of the Company, or the manner in which it conducts it
                  business, or other events or circumstances under the
                  Performance Objectives to be unsuitable, the Committee may
                  modify such Performance Objectives or the related minimum
                  acceptable level of achievement, in whole or in part, as the
                  Committee deems appropriate.

         (r)      "Plan" means this BeFirst.com 1999 Stock Incentive Plan, as
                  hereinafter amended from time to time.

         (s)      Restricted Stock' means Stock, received under an award made
                  pursuant to Section 6 below, that is subject to restrictions
                  imposed pursuant to said Section 6.

         (t)      "Retirement" means Normal Retirement or Early Retirement.

         (u)      "Rule 16b-3" means Rule 16b-3 of the General Rules and
                  Regulations under the Exchange Act, as in effect from time to
                  time, and any successor thereto.

         (v)      "Section 162(m)" means Section 162(m) of the Code, as in
                  effect from time to time, and any successor thereto.

         (w)      "Securities Act" means the Securities Act of 1933, as amended,
                  as in effect from time to time.

         (x)      "Stock" means the Common Stock of the Company, par value $.001
                  per share.

         (y)      "Stock Option" or "Option" means any option to purchase shares
                  of Stock which is granted pursuant to the Plan.

         (z)      "Subsidiary" means any present or future (A) subsidiary
                  corporation of the Company, as such term is defined in Section
                  424(f) of the Code, or (B) unincorporated business entity in
                  which the Company owns, directly or indirectly, 50% or more of
                  the voting rights, capital or profits.

SECTION 2.  ADMINISTRATION.

         The Plan shall be administered by the Board, or at its discretion, the
Committee, the membership of which shall consist solely of two more members of
the Board, each of whom shall serve at the pleasure of the Board and


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shall be a "Non-Employee Director," as defined in Rule l6b-3, and an "outside
director," as defined in Section 162(m) of the Code, and shall be at all times
constituted so as not to adversely affect the compliance of the Plan with the
requirements of Rule 16b-3 or with the requirements of any other applicable law,
rule or regulation.

         The Board or the Committee, as the case may be, shall have the
authority to grant, pursuant to the terms of the Plan, to officers and other key
employees or other persons eligible under Section 4 below: (i) Stock Options,
(ii) Restricted Stock, (iii) Deferred Stock and/or (iv) Other Stock-Based
Awards.

         For purposes of illustration and not of limitation, the Board or the
Committee, as the case may be, shall have the authority (subject to the express
provisions of this Plan):

                  (i)      to select the officers and other key employees of the
                           Company or any Parent or Subsidiary and other persons
                           to whom Stock Options, Restricted Stock, Deferred
                           Stock and/or Other Stock-Based Awards may be from
                           time to time granted hereunder;

                  (ii)     to determine the Incentive Stock Options,
                           Non-Qualified Stock Options, Restricted Stock,
                           Deferred Stock and/or Other Stock-Based Awards, or
                           any combination thereof, if any, to be granted
                           hereunder to one or more eligible persons;

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

                  (iv)     to determine the terms and conditions, not
                           inconsistent with the terms of the Plan, of any award
                           granted hereunder (including, but not limited to,
                           share price, any restrictions or limitations, and any
                           vesting acceleration, exercisability and/or
                           forfeiture provisions);

                  (v)      to determine the terms and conditions under which
                           awards granted hereunder are to operate on a tandem
                           basis and/or in conjunction with or apart from other
                           awards made by the Company or any Parent or
                           Subsidiary outside of this Plan;

                  (vi)     to determine the extent and circumstances under which
                           Stock and other amounts payable with respect to an
                           award hereunder shall be deferred; and

                  (vii)    to substitute (A) new Stock Options for previously
                           granted Stock Options, including previously granted
                           Stock Options which have higher option exercise
                           prices and/or containing other less favorable terms,
                           and (B) new awards of any other type for previously
                           granted awards of the same type, including previously
                           granted awards which contain less favorable terms.

         Subject to Section 10 hereof, The Board or the Committee, as the case
may be, shall have the authority to (i) adopt, alter and repeal such
administrative rules, guidelines and practices governing this Plan as it shall,
from time to time, deem advisable, (ii) interpret the terms and provisions of
this Plan and any award issued under this Plan (and to determine the form and
substance of all agreements relating thereto), and (iii) to otherwise supervise
the administration of the Plan.

         Subject to the express provisions of the Plan, all decisions made by
the Board or the Committee, as the case may be, pursuant to the provisions of
the Plan shall be made in the Board or the Committee's sole and absolute
discretion and shall be final and binding upon all persons, including the
Company, its Parent and Subsidiaries and the Plan participants.

SECTION 3.  STOCK SUBJECT TO PLAN.

         The total number of shares of Stock reserved and available for
distribution under this Plan shall be 4,200,000 shares. Such shares may consist,
in whole or in part, of authorized and unissued shares or treasury shares.

         If any shares of Stock that have been optioned cease to be subject to a
Stock Option for any reason, or if any shares of Stock that are subject to any
Restricted Stock award, Deferred Stock award or Other Stock-Based


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Award are forfeited or any such award otherwise terminates without the issuance
of such shares, such shares shall again be available for distribution under the
Plan.

         In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, extraordinary distribution with
respect to the Stock or other change in corporate structure affecting the Stock,
such substitutions or adjustments shall be made in the (A) aggregate number and
kind of shares reserved for issuance under this Plan, (B) number, kind and
exercise price of shares of Stock subject to outstanding Options granted under
this Plan, and (C) number, kind, purchase price and/or appreciation base of
shares of Stock subject to other outstanding awards granted under this Plan, as
may be determined to be appropriate by the Board or the Committee, as the case
may be, in its sole discretion, in order to prevent dilution or enlargement of
rights; PROVIDED, HOWEVER, that the number of shares subject to any award shall
always be a whole number. Such adjusted exercise price shall also be used to
determine the amount which is payable to the optionee upon the exercise by the
Board or the Committee, as the case may be, of the alternative settlement right
which is set forth in Section 5(b)(xi) below.

         Subject to the provisions of the immediately preceding paragraph, the
maximum numbers of shares subject to Options Restricted Stock awards, Deferred
Stock other Stock-Based awards to any employee who is employed by the Company or
any Parent or Subsidiary on the last day of any taxable year of the Company,
shall be 1,000,000 shares during the term of the Plan.

SECTION 4.  ELIGIBILITY.

         Officers and other key employees of the Company or any Parent or
Subsidiary (but excluding any person whose eligibility would adversely affect
the compliance of the Plan with the requirements of Rule 16b-3) who are at the
time of the grant of an award under this Plan employed by the Company or any
Parent or Subsidiary and who are responsible for or contribute to the
management, growth and/or profitability of the business of the Company or any
Parent or Subsidiary, are eligible to be granted Options and awards under this
Plan. In addition, Non-Qualified Stock Options may be granted under the Plan to
any person, including, but not limited to, independent agents, consultants and
attorneys who the Board or the Committee, as the case may be, believes has
contributed or will contribute to the success of the Company. Eligibility under
the Plan shall be determined by the Board or the Committee, as the case may be.

         The grants of Restricted Stock, Deferred Stock and Other Stock-Based
Awards under this Plan shall be earned by a participant on the basis of the
Company's financial performance over the period or periods for which the grants
were awarded on the basis of pre-established performance goals determined by the
Board or the Committee, as the case may be, in its sole discretion. The
performance measurement criteria used for such grants shall be limited to one or
more of: earnings per share, return on stockholders' equity, return on assets,
growth in earnings, growth in sales revenue, and stockholder returns. Such
criteria may be measured by the Company's results or the Company's performance
as measured against a group of comparable companies selected by the Committee.
In applying such criteria, earnings may be calculated based on the exclusion of
discontinued operations and extraordinary items. The Board or the Committee, as
the case may be, may, in its sole discretion, include additional conditions and
restrictions in the agreement entered into in connection with awards under this
Plan.

SECTION 5. STOCK OPTIONS.

         (a)      GRANT AND EXERCISE. Stock Options granted under this Plan may
                  be of two types: (i) Incentive Stock Options and (ii)
                  Non-Qualified Stock Options. Any Stock Option granted under
                  this Plan shall contain such terms as the Board or the
                  Committee, as the case may be, may from time to time approve.
                  The Board or the Committee, as the case may be, shall have the
                  authority to grant to any optionee Incentive Stock Options,
                  Non-Qualified Stock Options, or both types of Stock Options,
                  and they may be granted alone or in addition to other awards
                  granted under this Plan. To the extent that any Stock Option
                  is not designated as an Incentive Stock Option or does not
                  qualify as an Incentive Stock Option, it shall constitute a
                  Non-Qualified Stock Option. The grant of an Option shall be
                  deemed to have occurred on the date on which the Board or the
                  Committee, as the case may be, by resolution, designates an
                  individual as a grantee thereof, and determines the number of
                  shares of Stock subject to, and the terms and conditions of,
                  said Option.

                  Anything in this Plan to the contrary notwithstanding, no term
                  of this Plan relating to Incentive Stock Options or any
                  agreement providing for Incentive Stock Options shall be
                  interpreted,


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                  amended or altered, nor shall any discretion or authority
                  granted under the Plan be exercised, so as to disqualify this
                  Plan under Section 422 of the Code, or, without the consent of
                  the Optionee(s) affected, to disqualify any Incentive Stock
                  Option under Section 422.

         (b)      TERMS AND CONDITIONS. Stock Options granted under this Plan
                  shall be subject to the following terms and conditions:

                  (i)      OPTION PRICE. The option price per share of Stock
                           purchasable under a Stock Option shall be determined
                           by the Board or the Committee, as the case may be, at
                           the time of grant but shall be not less than 100%
                           (110% in the case of an Incentive Stock Option
                           granted to an optionee ("10% Stockholder") who, at
                           the time of grant, owns Stock possessing more than
                           10% of the total combined voting power of all classes
                           of stock of the Company or its Parent, if any, or its
                           Subsidiaries) of the Fair Market Value of the Stock
                           at the time of grant.

                  (ii)     OPTION TERM. The term of each Stock Option shall be
                           fixed by the Board or the Committee, as the case may
                           be, but no Incentive Stock Option shall be
                           exercisable more than ten years (five years, in the,
                           case of an Incentive Stock Option granted to a 10%
                           Stockholder) after the date on which the Option is
                           granted.

                  (iii)    EXERCISABILITY. Stock Options shall be exercisable at
                           such time or times and subject to such terms and
                           conditions as shall be determined by the Board or the
                           Committee, as the case may be, at the time of grant;
                           PROVIDED, HOWEVER, that except as otherwise provided
                           in this Section 5 and Section 9 below, unless waived
                           by the Board or the Committee, as the case may be, at
                           or after the time of grant, no Stock Option shall be
                           exercisable prior to the first anniversary date of
                           the grant of the Option. If the Board or the
                           Committee, as the case may be, provides, in its
                           discretion, that any Stock Option is exercisable only
                           in installments, the Board or the Committee, as the
                           case may be, may waive such installment exercise
                           provisions at any time at or after the time of grant
                           in whole or in part, based upon such factors as the
                           Board or the Committee, as the case may be, shall
                           determine.

                  (iv)     METHOD OF EXERCISE. Subject to whatever installment,
                           exercise and waiting period provisions are applicable
                           in a particular case, Stock Options may be exercised
                           in whole or in part at any time during the option
                           period by giving written notice of exercise to the
                           Company specifying the number of shares of Stock to
                           be purchased. Such notice shall be accompanied by
                           payment in full of the purchase price which shall be
                           in cash unless otherwise provided in this clause (iv)
                           or in Section 5(b)(xi) below or, unless otherwise
                           provided in the Stock Option agreement referred to in
                           Section 5(b)(xii) below, in whole shares of Stock
                           which are already owned by the holder of the Option
                           or unless otherwise provided in the Stock Option
                           agreement referred to in Section 5(b)(xii) below,
                           partly in cash and partly in such Stock, Cash
                           payments shall be made by wire transfer, certified or
                           bank check or personal check, in each case payable to
                           the order of the Company; PROVIDED, HOWEVER, that the
                           Company shall not be required to deliver certificates
                           for shares of Stock with respect to which an Option
                           is exercised until the Company has confirmed the
                           receipt of good and available funds in payment of the
                           purchase price thereof. Payments in the form of Stock
                           (which shall be valued at the Fair Market Value of a
                           share of Stock on the date of exercise) shall be made
                           by delivery of stock certificates in negotiable form
                           which are effective to transfer good and valid title
                           thereto to the Company, free of any liens or
                           encumbrances. In addition to the foregoing, payment
                           of the exercise price may be made by delivery to the
                           Company by the optionee of an executed exercise form,
                           together with irrevocable instructions to a
                           broker-dealer to sell or margin a sufficient portion
                           of the shares covered by the option and deliver the
                           sale or margin loan proceeds directly to the Company.
                           EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS PLAN,
                           NO OPTION WHICH IS GRANTED TO A PERSON WHO IS AT THE
                           TIME OF GRANT AN EMPLOYEE OF THE COMPANY OR A
                           SUBSIDIARY OR PARENT OF THE COMPANY MAY BE EXERCISED
                           AT ANY TIME UNLESS THE HOLDER THEREOF IS THEN AN
                           EMPLOYEE OF THE COMPANY OR OF A PARENT OR A
                           SUBSIDIARY.


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                           The holder of an Option shall have none of the rights
                           of a stockholder with respect to the shares subject
                           to the Option until the optionee has given written
                           notice of exercise, has paid in full for those shares
                           of Stock and, if requested by the Board or Committee,
                           as the case may be, has given the representation
                           described in Section 12(a) below.

                  (v)      TRANSFERABILITY; EXERCISABILITY. No Stock Option
                           shall be transferable by the optionee other than by
                           will or by the laws of descent and distribution;
                           provided, however, that a Non-Qualified Stock Option
                           shall be transferable pursuant to a qualified
                           domestic relations order, and except as may be
                           otherwise required with respect to a Non-Qualified
                           Option pursuant to a qualified domestic relations
                           order, all Stock Options shall be exercisable, during
                           the optionee's lifetime, only by the optionee or his
                           or her guardian or legal representative.

                  (vi)     TERMINATION BY REASON OF DEATH. Subject to Section
                           5(b)(x) below, if an optionee's employment by the
                           Company or any Parent or Subsidiary terminates by
                           reason of death, any Stock Option held by such
                           optionee may thereafter be exercised, to the extent
                           then exercisable or on such accelerated basis as the
                           Board or Committee, as the case may be, may determine
                           at or after the time of grant, for a period of one
                           year (or such other period as the Board or the
                           Committee, as the case may be, may specify at or
                           after the time of grant) from the date of death or
                           until the expiration of the stated term of such Stock
                           Option, whichever period is the shorter.

                  (vii)    TERMINATION BY REASON OF DISABILITY. Subject to
                           Section 5(b)(x) below, if an optionee's employment by
                           the Company or any Subsidiary terminates by reason of
                           Disability, any Stock Option held by such optionee
                           may thereafter be exercised by the optionee, to the
                           extent it was exercisable at the time of termination
                           or on such accelerated basis as the Board or the
                           Committee, as the case may be, may determine at or
                           after the time of grant, for a period of three years
                           (or such other period as the Board or the Committee,
                           as the case may be, may specify at or after the time
                           of grant) from the date of such termination of
                           employment or until the expiration of the stated term
                           of such Stock Option, whichever period is the
                           shorter; PROVIDED, HOWEVER, that if the optionee dies
                           within such three-year period (or such other period
                           as the Board or the Committee, as the case may be,
                           shall specify at or after the time of grant), any
                           unexercised Stock Option held by such optionee shall
                           thereafter be exercisable to the extent to which it
                           was exercisable at the time of death for a period of
                           one year from the date of death or until the
                           expiration of the stated term of such Stock Option,
                           whichever period is the shorter.

                  (viii)   TERMINATION BY REASON OF RETIREMENT. Subject to
                           Section 5(b)(x) below, if an optionee's employment by
                           the Company or any Parent or Subsidiary terminates by
                           reason of Normal Retirement, any Stock Option held by
                           such optionee may thereafter be exercised by the
                           optionee, to the extent it was exercisable at the
                           time of termination or on such accelerated basis as
                           the Board or the Committee, as the case may be, may
                           determine at or after the time of grant, for a period
                           of three years (or such other period as the Board or
                           the Committee, as the case may be, may specify at or
                           after the time of grant) from the date of such
                           termination of employment or the expiration of the
                           stated terms of such Stock Option, whichever period
                           is the shorter; PROVIDED, HOWEVER, that if the
                           optionee dies within such three-year period (or such
                           other period as the Board or the Committee, as the
                           case may be, shall specify at or after the time of
                           grant), any unexercised Stock Option held by such
                           optionee shall thereafter be exercisable to the
                           extent to which it was exercisable at the time of
                           death for a period of one year from the date of death
                           or until the expiration of the stated terms of such
                           Stock Option, whichever period is the shorter. If an
                           optionee's employment with the Company or any Parent
                           or Subsidiary terminates by reason of Early
                           Retirement, the Stock Option shall thereupon
                           terminate; PROVIDED, HOWEVER, that if the Board or
                           the Committee, as the case may be, so approves at the
                           time of Early Retirement, any Stock Option held by
                           the optionee may thereafter be exercised by the
                           optionee as provided above in connection with
                           termination of employment by reason of Normal
                           Retirement.


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                  (ix)     OTHER TERMINATION. Subject to the provisions of
                           Section 12(g) below and unless otherwise determined
                           by the Committee at or after the time of grant, if an
                           optionee's employment by the Company or any Parent or
                           Subsidiary terminates for any reason other than
                           death, Disability or Retirement, the Stock Option
                           shall thereupon automatically terminate, EXCEPT THAT
                           IF THE OPTIONEE IS INVOLUNTARILY TERMINATED BY THE
                           COMPANY OR ANY PARENT OR A SUBSIDIARY WITHOUT CAUSE
                           (AS HEREINAFTER DEFINED) SUCH STOCK OPTION MAY BE
                           EXERCISED FOR A PERIOD OF SIX MONTHS FROM THE DATE OF
                           SUCH TERMINATION OR UNTIL THE EXPIRATION OF THE
                           STATED TERMS OF SUCH STOCK OPTION, WHICHEVER PERIOD
                           IS THE SHORTER. For purposes of this Plan, "Cause"
                           shall mean (1) the conviction of the optioned of a
                           felony under Federal law or the law of the state in
                           which such action occurred, (2) dishonesty by the
                           optionee in the course of fulfilling his or her
                           employment duties, or (3) the willful and deliberate
                           failure on the part of the optionee to perform his or
                           her employment duties in any material-respect. In
                           addition, with respect to an option granted to an
                           employee of the Company, a Parent or a Subsidiary,
                           for purposes of this Plan, "Cause" shall also include
                           any definition of "Cause" contained in any employment
                           agreement between the optionee and the Company,
                           Parent or Subsidiary, as the case may be.

                  (x)      ADDITIONAL INCENTIVE STOCK OPTION LIMITATION. In the
                           case of an Incentive Stock Option, the aggregate Fair
                           Market Value of Stock (determined at the time of
                           grant of the Option) with respect to which Incentive
                           Stock Options are exercisable for the first time by
                           an optionee during any calendar year (under all such
                           plans of optionee's employer corporation and its
                           Parent, if any, and Subsidiaries) shall not exceed
                           $100,000.

                  (xi)     ALTERNATIVE SETTLEMENT OF OPTION. Upon the receipt of
                           written notice of exercise, the Board or the
                           Committee, as the case may be, may elect to settle
                           all or part of any Stock Option by paying to the
                           optionees an amount, in cash or Stock (valued at Fair
                           Market Value on the date of exercise), equal to the
                           excess of the Fair Market Value of one share of
                           Stock, on the date of exercise over the Option
                           exercise price, multiplied by the number of shares of
                           Stock with respect to which the optionee proposes to
                           exercise the Option. Any such settlements which
                           relate to Options which are held by optionees who are
                           subject to Section 16(b) of the Exchange Act shall
                           comply with the "window period" provisions of Rule
                           16b-3, to the extent applicable and with such other
                           conditions as the Board or Committee may impose. No
                           such discretion may be exercised unless the option
                           agreement permits the payment of the purchase price
                           in that manner.

                  (xii)    STOCK OPTION AGREEMENT. Each grant of a Stock Option
                           shall be confirmed by, and shall be subject to the
                           terms of, an agreement executed by the Company and
                           the participant.

SECTION 6. RESTRICTED STOCK.

         (a)      GRANT AND EXERCISE. Shares of Restricted Stock may be issued
                  either alone or in addition to or in tandem with other awards
                  granted under this Plan. The Board or the Committee, as the
                  case may be, shall determine the eligible persons to whom, and
                  the time or times at which, grants of Restricted Stock will be
                  made, the number of shares to be awarded, the price (if any)
                  to be paid by the recipient, the time or times within which
                  such awards may be subject to forfeiture (the "Restriction
                  Period"), the vesting schedule and rights to acceleration
                  thereof, and all other terms and conditions of the awards. The
                  Board or the Committee, as the case may be, may condition the
                  grant of Restricted Stock upon the attainment of specified
                  Performance Objectives or such other factors as the Board or
                  the Committee, as the case may be, may determine.

         (b)      TERMS AND CONDITIONS. Each Restricted Stock award shall be
                  subject to the following terms and conditions:

                  (i)      Restricted Stock, when issued, will be represented by
                           a stock certificate or certificates registered in the
                           name of the holder to whom such Restricted Stock
                           shall have been awarded. During the Restriction
                           Period, certificates representing the Restricted
                           Stock and


<PAGE>   8

                           any securities constituting Retained Distributions
                           (as defined below) shall bear a restrictive legend to
                           the effect that ownership of the Restricted Stock
                           (and such Retained Distributions), and the enjoyment
                           of all rights appurtenant thereto, are subject to the
                           restrictions, terms and conditions provided in this
                           Plan and the Restricted Stock agreement referred to
                           in Section 6(b)(iv) below. Such certificates shall be
                           deposited by the holder with the Company, together
                           with stock powers or other instruments of assignment,
                           endorsed in blank, which will permit transfer to the
                           Company of all or any portion of the Restricted Stock
                           and any securities constituting Retained
                           Distributions that shall be forfeited or that shall
                           not become vested in accordance with this Plan and
                           the applicable Restricted Stock agreement.

                  (ii)     Restricted Stock shall constitute issued and
                           outstanding shares of Common Stock for all corporate
                           purposes, and the issuance thereof shall be made for
                           at least the minimum consideration (if necessary) to
                           permit the shares of Restricted Stock to be deemed to
                           be fully paid and nonassessable. The holder will have
                           the right to vote such Restricted Stock, to receive
                           and retain all regular cash dividends and other cash
                           equivalent distributions as the Board may in its sole
                           discretion designate, pay or distribute on such
                           Restricted Stock and to exercise all other rights,
                           powers and privileges of a holder of Stock with
                           respect to such Restricted Stock, with the exceptions
                           that (A) the holder will not be entitled to delivery
                           of the stock certificate or certificates representing
                           such Restricted Stock until the Restriction Period
                           shall have expired and unless all other vesting
                           requirements with respect thereto shall have been
                           fulfilled; (B) the Company will retain custody of the
                           stock certificate or certificates representing the
                           Restricted Stock during the Restriction Period; (C)
                           other than regular cash dividends and other cash
                           equivalent distribution as the Board may in its sole
                           discretion designate, pay or distribute, the Company
                           will retain custody of all distributions ("Retained
                           Distributions") made or declared with respect to the
                           Restricted Stock (and such Retained Distributions
                           will be subject to the same restrictions, terms and
                           conditions as are applicable to the Restricted Stock)
                           until such time, if ever, as the Restricted Stock
                           with respect to which such Retained Distributions
                           shall have been made, paid or declared shall have
                           become vested and with respect to which the
                           Restriction Period shall have expired; (D) the holder
                           may not sell, assign, transfer, pledge, exchange,
                           encumber or dispose of the Restricted Stock or any
                           Retained Distributions during the Restriction Period;
                           and (E) a breach of any of the restrictions, terms or
                           conditions contained in this Plan or the Restricted
                           Stock agreement referred to in Section 6(b)(iv)
                           below, or otherwise established by the Committee with
                           respect to any Restricted Stock and Retained
                           Distributions will cause a forfeiture of such
                           Restricted Stock and any Retained Distributions with
                           respect thereto.

                  (iii)    Upon the expiration of the Restriction Period with
                           respect to each award of Restricted Stock and the
                           satisfaction of any other applicable restrictions,
                           terms and conditions (A) all or part of such
                           Restricted Stock shall become vested in accordance
                           with the terms of the Restricted Stock agreement
                           referred to in Section 6(b)(iv) below, and (B) any
                           Retained Distributions with respect to such
                           Restricted Stock shall become vested to the extent
                           that the Restricted Stock related thereto shall have
                           become vested. Any such Restricted Stock and Retained
                           Distributions that do not vest shall be forfeited to
                           the Company and the holder shall not thereafter have
                           any rights with respect to such Restricted Stock and
                           Retained Distributions that shall have been so
                           forfeited.

                  (iv)     Each Restricted Stock award shall be confirmed by,
                           and shall be subject to the terms of, an agreement
                           executed by the Company and the participant.

SECTION 7. DEFERRED STOCK.

         (a)      GRANT AND EXERCISE. Deferred Stock may be awarded either alone
                  or in addition to or in tandem with other awards granted under
                  the Plan. The Board or the Committee, as the case may be,
                  shall determine the eligible persons to whom and the time or
                  times at which Deferred Stock shall be awarded, the number of
                  shares of Deferred Stock to be awarded to any person, the
                  duration of the


<PAGE>   9

                  period (the "Deferral Period") during which, and the
                  conditions under which, receipt of the Deferred Stock will be
                  deferred, and all the other terms and conditions of the
                  awards. The Board or the Committee, as the case may be, may
                  condition the grant of the Deferred Stock upon the attainment
                  of specified Performance Objectives or such other factors or
                  criteria as the Board or the Committee, as the case may be,
                  shall determine.

         (b)      TERMS AND CONDITIONS. Each Deferred Stock award shall be
                  subject to the following terms and conditions:

                  (i)      Subject to the provisions of this Plan and Deferred
                           Stock agreement referred to in Section 7(b)(vii)
                           below, Deferred Stock awards may not be sold,
                           assigned, transferred, pledged or otherwise
                           encumbered during the Deferral Period. At the
                           expiration of the Deferral Period (or the Additional
                           Deferral Period referred to in Section 7(b)(vi)
                           below, where applicable), share certificates shall be
                           delivered to the participant, or his legal
                           representative, in a number equal to the shares of
                           Stock covered by the Deferred Stock award.

                  (ii)     As determined by the Committee at the time of award,
                           amounts equal to any dividends declared during the
                           Deferral Period (or the Additional Deferral Period
                           referred to in Section 7(b)(vi) below, where
                           applicable) with respect to the number of shares
                           covered by a Deferred Stock award may be paid to the
                           participant currently or deferred and deemed to be
                           reinvested in additional Deferred Stock.

                  (iii)    Subject to the provisions of the Deferred Stock
                           agreement referred to in Section 7(b)(vii) below and
                           this Section 7 and Section 12(g) below, upon
                           termination of participant's employment with the
                           Company or any Subsidiary for any reason during the
                           Deferral Period (or the Additional Deferral Period
                           referred to in Section 7(b)(vi) below, where
                           applicable) for a given award, the Deferred Stock in
                           question will vest or be fortified in accordance with
                           the terms and conditions established by the Board or
                           the Committee, as the case may be, at the time of
                           grant.

                  (iv)     The Board or the Committee, as the case may be, may,
                           after grant, accelerate the vesting of all or any
                           part of any Deferred Stock award and/or waive the
                           deferral limitations for all or any part of a
                           Deferred Stock award.

                  (v)      In the event of hardship or other special
                           circumstances of a participant whose employment with
                           the Company or any Parent or Subsidiary is
                           involuntarily terminated (other than for Cause), the
                           Board or the Committee, as the case may be, may waive
                           in whole or in part any or all of the remaining
                           deferral limitations imposed hereunder or pursuant to
                           the Deferred Stock agreement referred to in Section
                           7(b)(vii) below with respect to any or all of the
                           participant's Deferred Stock.

                  (vi)     A participant may request to, and the Board or the
                           Committee, as the case may be, may at any time, defer
                           the receipt of an award (or an installment of an
                           award) for an additional specified period or until a
                           specified period or until a specified event (the
                           "Additional deferral Period"). Subject to any
                           exceptions adopted by the Board or the Committee, as
                           the case may be, such request must be made at least
                           one year prior to expiration of the Deferral Period
                           for such Deferred Stock award (or such installment).

                  (vii)    Each Deferred Stock award shall be confirmed by, and
                           shall be subject to the terms of, an agreement
                           executed by the Company and the participant.

SECTION 8. OTHER STOCK-BASED AWARDS.

         (a)      GRANT AND EXERCISE. Other Stock-Based Awards, which may
                  include performance shares and shares valued by reference to
                  the performance of the Company or any Subsidiary, may be
                  granted either alone or in addition to or in tandem with Stock
                  Options, Restricted Stock or Deferred Stock.


<PAGE>   10

                  The Board or the Committee, as the case may be, shall
                  determine the eligible persons to whom, and the time or times
                  at which, such awards shall be made, the number of shares of
                  Stock to be awarded pursuant to such awards, and all other
                  terms and conditions of the awards. The Board or the
                  Committee, as the case may be, may also provide for the grant
                  of Stock under such awards upon the attainment of specified
                  Performance Objectives and/or completion of a specified
                  performance period.

         (b)      TERMS AND CONDITIONS. Each Other Stock-Based Award shall be
                  subject to the following terms and conditions:

                  (i)      Shares of Stock subject to an Other Stock-Based may
                           not be sold, assigned, transferred, pledged or
                           otherwise encumbered prior to the date on which the
                           shares are issued, or, if later, the date on which
                           any applicable restriction or period of deferral
                           lapses.

                  (ii)     The recipient of Other Stock-Based Award shall be
                           entitled to receive, currently or on a deferred
                           basis, dividends or dividend equivalents with respect
                           to the number of shares covered by the award, as
                           determined by the Board or the Committee, as the case
                           may be, at the time of the award. The Board or the
                           Committee, as the case may be, may provide that such
                           amounts (if any) shall be deemed to have been
                           reinvested in additional Stock.

                  (iii)    Any Other Stock-Based Award and any Stock covered by
                           any Other Stock-Based Award shall vest or be
                           forfeited to the extent so provided in the award
                           agreement referred to in Section 8(b)(v) below, as
                           determined by the Board or the Committee, as the case
                           may be.

                  (iv)     In the event of the participant's Retirement,
                           Disability or death, or in case of special
                           circumstances, the Board or the Committee, as the
                           case may be, may waive in whole or in part any or all
                           of the limitations imposed hereunder (if any) with
                           respect to any or all of an Other Stock-Based Award.

                  (v)      Each Other Stock-Based Award shall be confirmed by,
                           and shall be subject to the terms of, an agreement
                           executed by the Company and by the participant.

SECTION 9. CHANGE OF CONTROL PROVISIONS.

         (a)      A "Change of Control" shall be deemed to have occurred on the
                  tenth day after:

                  (i)      any individual, entity or group (as defined in
                           Section 13(d)(3) of the Exchange Act), becomes,
                           directly or indirectly, the beneficial owner (within
                           the meaning of Rule l3d-3 promulgated under the
                           Exchange Act) of more than 25% of the then
                           outstanding shares of the Company's capital stock
                           entitled to vote generally in the election of
                           directors of the Company; or

                  (ii)     the commencement of, or the first public announcement
                           of the intention of any individual, firm, corporation
                           or other entity or of any group (as defined in
                           Section 13(d)(3) of the Exchange Act) to commence, a
                           tender or exchange offer subject to Section 14(d)(1)
                           of the Exchange Act for any class of the Company's
                           capital stock; or

                  (iii)    the stockholders of the Company approve (A) a
                           definitive agreement for the merger or other business
                           combination of the Company with or into another
                           corporation pursuant to which the stockholders of the
                           Company immediately prior to the transaction do not
                           own, immediately after the transaction, more than 50%
                           of the voting power of the corporation that survives,
                           or (B) a definitive agreement for the sale, exchange
                           or other disposition of all or substantially all of
                           the assets of the Company, or (C) any plan or
                           proposal for the liquidation or dissolution of the
                           Company;

                           PROVIDED, HOWEVER, that a "Change of Control" shall
                           not be deemed to have taken place if beneficial
                           ownership is acquired (A) directly from the Company,
                           other than an


<PAGE>   11

                           acquisition by virtue of the exercise or conversion
                           of another security unless the security so converted
                           or exercised was itself acquired directly from the
                           Company, or (B) by, or a tender or exchange offer is
                           commenced or announced by, the Company, any
                           profit-sharing, employee ownership or other employee
                           benefit plan sponsored or maintained by the Company;
                           or any trustee of or fiduciary with respect to any
                           such plan when acting in such capacity.

         (b)      In the event of a "Change of Control" as defined in Section
                  9(a) above, awards granted under this Plan shall be subject to
                  the following provisions, unless the provisions of this
                  Section 9 are suspended or terminated by the Board prior to
                  the occurrence of such a "Change of Control":

                  (i)      all outstanding Stock Options which have been
                           outstanding for at least six months shall become
                           exercisable in full, whether or not otherwise
                           exercisable at such time, and any such Stock Option
                           shall remain exercisable in full thereafter until it
                           expires pursuant to its terms; and

                  (ii)     all restrictions and deferral limitations contained
                           in Restricted Stock awards, Deferred Stock awards and
                           Other Stock-Based Awards granted under the Plan shall
                           lapse.

SECTION 10. AMENDMENTS AND TERMINATION.

         The Board may at any time, and from time to time, amend any of the
provisions of this Plan, and may at any time suspend or terminate the Plan;
PROVIDED, HOWEVER, that no such amendment shall be effective unless and until it
has been duly approved by the holders of the outstanding shares of Stock if the
failure to obtain such approval would adversely affect the compliance of the
Plan with the requirements of Rule 16b-3, Section 162(m) or any other applicable
law, rule or regulation. The Board or the Committee, as the case may be, may
amend the terms of any Stock Option or other award theretofore granted under the
Plan; PROVIDED, HOWEVER, that subject to Section 3 above, no such amendment may
be made by the Board or the Committee, as the case may be, which in any material
respect impairs the rights of the optionee or participant without the optionee's
or participant's consent, except for such amendments which are made to cause
this Plan to qualify for the exemption provided by Rule 16b-3 or to be in
compliance with the provisions of Section 162(m).

SECTION 11. UNFUNDED STATUS OF PLAN.

         The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company, nothing contained herein shall give any
such participant or optionee any rights that are greater than those creditor of
the Company.

SECTION 12. GENERAL PROVISIONS.

         (a)      The Board or the Committee, as the case may be, may require
                  each person acquiring shares of Stock Option or other award
                  under this Plan to represent to and agree with the Company in
                  writing that the optionee or participant is acquiring the
                  shares for investment without a view towards the distribution
                  thereof.

                  All certificates for shares of Stock delivered under this Plan
                  shall be subject to such stop transfer orders and other
                  restrictions as the Board or the Committee, as the case may
                  be, may deem to be advisable in order to assure compliance
                  with the rules, regulations, and other requirements of the
                  Securities and Exchange Commission, any stock exchange or
                  association upon which the Stock is then listed or quoted, any
                  applicable Federal or state securities law, and any applicable
                  corporate law, and the Board or the Committee, as the case may
                  be, may cause a legend or legends to be put on any such
                  certificates to make appropriate reference to such
                  restrictions.

         (b)      Nothing contained in the Plan shall prevent the Board from
                  adopting such other or additional incentive arrangements as it
                  may deem desirable, including, but not limited to, the
                  granting of stock options and the awarding of stock and cash
                  otherwise than under this Plan; and such arrangements may be
                  either generally applicable or applicable only in specific
                  cases.


<PAGE>   12

         (c)      Nothing contained in this Plan or in any award hereunder shall
                  be deemed to confer upon any employee of the Company or any
                  Parent or Subsidiary any right to continued employment with
                  the Company or any Parent or Subsidiary, nor shall it
                  interfere in any way with the right of the Company or any
                  Parent or Subsidiary to terminate the employment of any of its
                  employees at any time.

         (d)      No later than the date as of which an amount first becomes
                  includable in the gross income of the participant for Federal
                  income tax purposes with respect to any Option or other award
                  under this Plan, the participant shall pay to the Company, or
                  make arrangements satisfactory to the Board or the Committee,
                  as the case may be, regarding the payment of, any Federal,
                  state and local taxes of any kind required by law to be
                  withheld or paid with respect to such amount. If permitted by
                  the Board or the Committee, as the case may be, tax
                  withholding or payment obligations may be settled with Stock,
                  including Stock that is part of the award that gives rise to
                  the withholding requirement. The obligations of the Company
                  under this Plan shall be conditional upon such payment or
                  arrangements, and the Company and any Subsidiary shall, to the
                  extent permitted by law, have the right to deduct any such
                  taxes from any payment of any kind otherwise due to the
                  participant from the Company or any Parent or Subsidiary.

         (e)      This Plan and all awards made and actions taken thereunder
                  shall be governed by and construed in accordance with the laws
                  of the State of Delaware (without regard to choice of law
                  provisions).

         (f)      Any Stock Option granted or other award made under this Plan
                  shall not be deemed compensation for purposes of computing
                  benefits under any retirement plan of the Company or any
                  Parent or Subsidiary and shall not affect any benefits under
                  any other benefit plan now or subsequently in effect under
                  which the availability or amount of benefits is related to the
                  level of compensation (unless required by specific reference
                  in any such other plan to awards under this Plan).

         (g)      A leave of absence, unless otherwise determined by the
                  Committee prior to the commencement thereof, shall not be
                  considered a termination of employment. Any Stock Option
                  granted or awards made under this Plan shall not be affected
                  by any change of employment, so long as the holder continues
                  to be an employee of the Company or any Parent or Subsidiary.

         (h)      Except as otherwise expressly provided in this Plan, no right
                  or benefit under this Plan may be alienated, sold, assigned,
                  hypothecated, pledged, exchanged, transferred, encumbranced or
                  charged, and any attempt to alienate, sell, assign,
                  hypothecate, pledge, exchange, transfer, encumber or charge
                  the same shall be void. No right or benefit hereunder shall in
                  any manner be subject to the debts, contracts or liabilities
                  of the person entitled to such benefit.

         (i)      The obligations of the Company with respect to all Stock
                  Options and awards under this Plan shall, be subject to (A)
                  all applicable laws, rules and regulations, and such approvals
                  by any governmental agencies as may be required, including,
                  without limitation, the effectiveness of a registration
                  statement under the Securities Act, and (B) the rules and
                  regulations of any securities exchange or association on which
                  the Stock may be listed or quoted.

         (j)      It is the intention of the Company that this Plan complies
                  with the requirements of Rule 16b-3, Section 162(m) and all
                  other applicable laws, rules and regulations, and any
                  ambiguities or inconsistencies in the construction of any of
                  the provisions of this Plan shall be interpreted to give
                  effect to such intention. If any of the terms or provisions of
                  this Plan conflict with the requirements of Rule 16b-3, or
                  with the requirements of Section 162(m) or any other
                  applicable law, rule or regulation, and with respect to
                  Incentive Stock Options under Section 422 of the Code, then
                  such terms or provisions shall be deemed inoperative to the
                  extent they so conflict. With respect to Incentive Stock
                  Options, if this Plan does not contain any provision required
                  to be included herein under Section 422 of the Code, such
                  provision shall be deemed to be incorporated herein with the
                  same force and effect as if such provision had been set out at
                  length herein.


<PAGE>   13

         (k)      The Board or the Committee, as the case may be, may terminate
                  any Stock Option or other award made under this Plan if a
                  written agreement relating thereto is not executed and
                  returned to the Company within 30 days after such agreement
                  has been delivered to the optionee or participant for his or
                  her execution.

         (1)      The grant of awards pursuant to this Plan shall not in any way
                  effect the right or power of the Company to make
                  reclassifications, reorganizations or other changes of or to
                  its capital or business structure or to merge, consolidate,
                  liquidate, sell or otherwise dispose of all or any part of its
                  business or assets.

SECTION 13. EFFECTIVE DATE OF PLAN.

         The Plan shall be effective as of the date of the approval and adoption
thereof at a meeting of the stockholders of the Company.

SECTION 14. TERM OF PLAN.

         This Plan shall terminate on the tenth anniversary of its effective
date, and no Stock Option, Restricted Stock Award, Deferred Stock award or Other
Stock-Based Award shall be granted pursuant to this Plan after said date. Awards
granted on or prior to such date may extend beyond that date.