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                                                                  EXHIBIT 10.22


                                  LIN TV CORP.

                                 2002 STOCK PLAN

1.       Purpose

                  LIN TV Corporation, a Delaware corporation (herein, together
with its successors, referred to as the "Company"), by means of this 2002 Stock
Plan (the "Plan"), desires to afford certain individuals and key employees of
the Company and any subsidiary corporation thereof now existing or hereafter
formed or acquired (such subsidiary corporations sometimes referred to herein as
"Related Entities") who are responsible for the continued growth of the Company
an opportunity to acquire a proprietary interest in the Company, and thus to
create in such persons an increased interest in and a greater concern for the
welfare of the Company and any Related Entities.

                  The stock options described in Sections 6 and 9 (the
"Options"), and the shares of Common Stock (as hereinafter defined) acquired
pursuant to the exercise of such Options, shares of Common Stock awarded as
described in Section 7 hereof ("Stock Awards"), and Performance-Based Awards (as
hereinafter defined) granted as described in Section 8 hereof are a matter of
separate inducement and are not in lieu of any salary or other compensation for
services. As used in the Plan, the terms "parent corporation" and "subsidiary
corporation" shall mean, respectively, a corporation within the definition of
such terms contained in Sections 424(e) and 424(f), respectively, of the
Internal Revenue Code of 1986, as amended (the "Code").

2.       Administration.

                  The Plan shall be administered by the Compensation Committee
of the Board of Directors of the Company ("Board of Directors") or by any other
committee appointed by the Board of Directors of the Company to administer this
Plan (the "Committee"); provided that the Board of Directors shall act as the
Committee if no such committee is appointed by the Board of Directors; further
provided that, the entire Board of Directors may act as the Committee if it
chooses to do so. The number of individuals that shall constitute the Committee
shall be determined from time to time by a majority of all the members of the
Board of Directors, and, unless that majority of the Board of Directors
determines otherwise, shall consist of not less than two (2) members who shall
be (i) "Non-Employee Directors" within the meaning of Rule 16b-3(b)(3) (or any
successor rule) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and (ii) "outside directors" within the meaning of
Treasury Regulation Section 1.162-27(e)(3) under Section 162(m) of the Code.

                  A majority of the Committee shall constitute a quorum (or if
the Committee consists of only two members, then both members shall constitute a
quorum), and subject to the provisions of Section 5, the acts of a majority of
the members present at any meeting at which a quorum is present, or acts
approved in writing by all members of the Committee, shall be the acts of the
Committee.

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                  The members of the Committee shall serve at the pleasure of
the Board of Directors, which shall have the power, at any time and from time to
time, to remove members from or add members to the Committee. Removal from the
Committee may be with or without cause. Any individual serving as a member of
the Committee shall have the right to resign from membership in the Committee by
written notice to the Board of Directors. The Board of Directors, and not the
remaining members of the Committee, shall have the power and authority to fill
vacancies on the Committee, however caused. The Board of Directors shall
promptly fill any vacancy that causes the number of members of the Committee to
be below two.

3.       Shares Available.

         a.       Basic Limitation

                  Subject to the adjustments provided in Section 11 hereof, the
maximum aggregate number of shares of Class A Common Stock, par value $.01 per
share ("Common Stock"), of the Company ("Shares") in respect of which Options
may be granted for all purposes under the Plan shall be 2,700,000 Shares.
Options granted under the Plan may be fulfilled in accordance with the terms of
the Plan with (i) authorized and unissued Shares, (ii) issued Shares held in the
Company's treasury, or (iii) issued Shares reacquired by the Company, in each
situation as the Board of Directors or the Committee may determine from time to
time.

         b.       Individual Limitation

                  Subject to the adjustments under Section 11 or Section 13
hereof, a Participant shall not be granted an Option or Stock Award under the
Plan and such Option or Stock Award shall not vest with respect to more than
350,000 Shares in any calendar year to the extent such Option or Stock Award is
intended to satisfy the requirements applicable to Performance-Based Awards
under Section 8 hereof. The limitation in this Section 3(b) shall not apply to
Options or Stock Awards that are not intended to satisfy the requirements of
"qualified performance-based compensation" under Section 162(m) of the Code.

         c.       Source of Shares

                  If, for any reason, any Shares as to which Options have been
granted cease to be subject to such Options (including as a result of the
expiration, termination, cancellation, or forfeiture of such Option) or any
Shares acquired pursuant to a Stock Award are returned to the Company (including
as a result of a forfeiture of such Shares pursuant to the terms of the Stock
Award), such Shares shall thereafter be available for the grant of Options or
Stock Awards under the Plan.


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         d.       Certain Acquisitions

                  In connection with the acquisition of any business by the
Company or any of its subsidiaries or Affiliates, any outstanding option grants,
stock awards or other similar rights pertaining to such business may be assumed
or replaced by Options or Stock Awards under the Plan upon such terms and
conditions as the Committee determines.

4.       Eligibility and Bases of Participation.

         a.       Key Employees

                  Grants of Incentive Stock Options (as hereinafter defined),
Non-Qualified Stock Options (as hereinafter defined) may be made under the Plan
to Key Employees, subject to and in accordance with Section 6 hereof. Stock
Awards may be made under the Plan to Key Employees, subject to and in accordance
with Section 7 hereof. Performance-Based Awards may be made under the Plan to
Key Employees, subject to and in accordance with Section 8 hereof. As used
herein, the term "Key Employee" shall mean any employee of the Company or any
Related Entity (including officers and directors of the Company or any Related
Entity who are also employees of the Company or any Related Entity) who is
regularly employed on a salaried basis, who is so employed on the date of such
grant, and whom the Committee identifies as having a direct and significant
effect on the performance of the Company or any Related Entity.

         b.       Eligible Non-Employees

                  Grants of Non-Qualified Stock Options may be made under the
Plan to Eligible Non-Employees, subject to and in accordance with Section 9
hereof. Stock Awards may be made under the Plan to Eligible Non-Employees,
subject to and in accordance with Section 7 hereof. As used herein, the term
"Eligible Non-Employee" shall mean any person or entity of any nature
whatsoever, other than a Non-Employee Director of the Company. Such term shall
specifically include any individual, a firm, a company, a corporation, a
partnership, a trust, or other entity (collectively, a "Person"), that the
Committee designates as eligible for a grant of Options or Stock Awards pursuant
to this Plan because such Person performs bona fide consulting, advisory, or
other services for the Company or any Related Entity (other than services in
connection with the offer or sale of securities in a capital-raising
transaction) and whom the Board of Directors or the Committee determines has a
direct and significant effect on the financial development of the Company or any
Related Entity.

         c.       No Right to Become a Participant

                  The adoption of this Plan shall not be deemed to give any
Person a right to be granted any Options or Stock Awards, including
Performance-Based Awards. The recommendation or selection of a Key Employee or
Eligible Non-Employee as a recipient of any Option or Stock Award under the Plan
shall not be deemed to entitle the Key


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Employee or Eligible Non-Employee to such Option prior to the date it is
granted or such Stock Award prior to the date it is awarded. Each grant of an
Option or Stock Award shall be evidenced by an Option Agreement or Stock Award
Agreement, as applicable, executed by the Participant and the Company. The
agreement shall include expressly or by reference the terms and conditions set
forth in the Plan, and may include such other provisions not inconsistent with
the provisions of the Plan as the Committee shall deem advisable.

5.       Authority and Indemnification of Committee.

         a.       Authority

                  Subject to and not inconsistent with the express provisions of
the Plan, the Code, including Section 162(m) of the Code, and, if applicable,
Rule 16b-3, the Committee shall have plenary authority to:

                  (i) Determine the Key Employees and Eligible Non-Employees to
whom Options and/or Stock Awards shall be granted, the time when such Options
and/or Stock Awards shall be granted, the number of Shares subject to such
Options or Stock Awards, the purchase price or exercise price of each Option or
Stock Award, the period(s) during which an Option shall be exercisable (whether
in whole or in part, including whether such Options shall become immediately
exercisable upon the consummation of a Change of Control), the period(s) during
which restrictions on any Stock Award (if any) shall lapse (including whether
restrictions shall immediately lapse upon the consummation of a Change of
Control), the terms of any Performance-Based Award (as described in Section 8
hereof), and all other terms and provisions thereof (which need not be
identical);

                  (ii) Require, as a condition to the granting of any Option or
Stock Award, that the Person receiving such Option or Stock Award agree not to
sell or otherwise dispose of such Option, any Shares acquired pursuant to an
Option or Stock Award, or any other "derivative security" (as defined by Rule
16a-1(c) under the Exchange Act) for a period of six months following the date
of the grant of such Option or Stock Award, or for such other period as the
Committee may determine;

                  (iii) Provide an arrangement through registered broker-dealers
whereby temporary financing may be made available to a Participant by the
broker-dealer, under the rules and regulations of the Board of Governors of the
Federal Reserve, for the purpose of assisting the Participant in the exercise of
an Option and/or the payment of any tax withholding obligations arising in
connection with the exercise of an Option, such authority to include the payment
by the Company of the commissions of the broker-dealer;

                  (iv) Provide the establishment of procedures for a Participant
to exercise all or a portion of an Option by delivering that number of Shares
previously acquired by the Participant and held by the Participant for at least
six months prior to the


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exercise date, having an aggregate Fair Market Value equal to the per Share
exercise price of the Option multiplied by the number of Shares subject to the
portion of the Option being exercised and to deliver the Shares surrendered by
such Participant in payment of such exercise price;

                  (v) Provide (in accordance with Section 14 hereof or
otherwise) the establishment of a procedure whereby a number of Shares or other
securities may be withheld from the total number of Shares or other securities
to be issued upon exercise of an Option (other than an Incentive Stock Option)
or in connection with the granting or vesting of a Stock Award to meet the
minimum required tax withholding obligations of a Participant with respect to
federal income tax, federal employment tax, and other taxes incurred by a
Participant upon such grant, vesting, or exercise or taxes required to be
withheld by the Company or a Related Entity in connection with such grant,
vesting, or exercise;

                  (vi) Prescribe, amend, modify and rescind rules and
regulations relating to the Plan; and

                  (vii) Make all determinations permitted or deemed necessary,
appropriate or advisable for the administration of the Plan, interpret the terms
and conditions of the Plan, any Option Agreement, or any Stock Award Agreement,
perform all other acts, exercise all other powers, and establish any other
procedures determined by the Committee to be necessary, appropriate, or
advisable in administering the Plan or for the conduct of the Committee's
business. Any act of the Committee, including interpretations of the provisions
of the Plan or any Option Agreement or Stock Award Agreement and determinations
under the Plan or any such agreement shall be final, conclusive and binding on
all parties.

         b.       Delegation

                  The Committee may delegate to one or more of its members, or
to one or more agents, such administrative duties as it may deem advisable, and
the Committee or any Person to whom it has delegated duties as aforesaid may
employ one or more Persons to render advice with respect to any responsibility
the Committee or such Person may have under the Plan. The Committee may employ
attorneys, consultants, accountants, or other Persons and the Committee, the
Company, and its officers and directors shall be entitled to rely upon the
advice, opinions, or valuations of any such Persons.

         c.       Indemnification

                  No member of the Committee and no employee of the Company
shall be liable for any act or failure to act hereunder, except in circumstances
involving his or her bad faith, gross negligence or willful misconduct, or for
any act or failure to act hereunder by any other member or employee or by any
agent to whom duties in connection with the administration of this Plan have
been delegated. The Company shall indemnify members of the Committee and any
agent of the Committee who is an


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employee of the Company, a Subsidiary or an Affiliate against any and all
liabilities or expenses to which they may be subjected by reason of any act or
failure to act with respect to their duties on behalf of the Plan, except in
circumstances involving such person's bad faith, gross negligence or willful
misconduct.

6.       Options Granted to Key Employees.

                  Subject to the express provisions of this Plan, the Committee
shall have the authority to grant options intended to satisfy the requirements
of Section 422 of the Code regarding incentive stock options ("Incentive Stock
Options"), to grant non-qualified stock options (options which are not intended
to meet the requirements applicable to incentive stock options under Section 422
of the Code) ("Non-Qualified Stock Options"), and to grant both types of Options
to Key Employees. No Incentive Stock Option shall be granted pursuant to this
Plan after the earlier of ten years from the date of adoption of the Plan or ten
years from the date of approval of the Plan by the stockholders of the Company.
Incentive Stock Options shall be granted only to Key Employees. The terms and
conditions of the Options granted under this Section 6 shall be determined from
time to time by the Committee; provided, however, that the Options granted under
this Section 6 shall be subject to all terms and provisions of the Plan (other
than Section 7, 8 (except with respect to Options granted to "covered employees"
within the meaning of Section 162(m) of the Code), or 9 hereof), including the
following:

         a. Option Exercise Price. Subject to Section 4 hereof, the Committee
shall establish the Option exercise price at the time an Option is granted at
such amount as the Committee shall determine in its sole discretion; provided,
that, in the case of an Incentive Stock Option, such exercise price shall not be
less than the Fair Market Value per Share on the date the Option is granted; and
provided, further, that in the case of an Incentive Stock Option granted to a
person who, at the time such Incentive Stock Option is granted, owns shares of
stock of the Company or any Related Entity which possess more than 10% of the
total combined voting power of all classes of shares of stock of the Company or
of any Related Entity ("Substantial Shareholder"), the Incentive Stock Option
exercise price shall not be less than 110% of the Fair Market Value per Share on
the date the Incentive Stock Option is granted. The Option exercise price shall
be subject to adjustment in accordance with the provisions of Section 11 of the
Plan.

         b. Option Term. Each Option Agreement shall specify the period during
which the Option may be exercised and shall provide that the Option shall expire
at the end of such period. The Option Agreement shall provide that the exercise
of an Option shall not be permitted more than ten years after the date on which
the Option is granted, subject to earlier termination or cancellation as
provided in the Plan; provided that, in the case of an Incentive Stock Option
granted to a Substantial Shareholder, the exercise of an Incentive Stock Option
shall not be permitted more than five years after the date on which the
Incentive Stock Option is granted.

         c. Payment. The exercise price per Share with respect to each Option
shall be payable at the time of such exercise. Such price shall be payable in
cash or by any


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other means acceptable to the Committee, including delivery to the Company of
Shares previously acquired by the Participant or by the delivery or withholding
of Shares pursuant to a procedure created pursuant to Section 5(a)(iii), (iv) or
(v) of the Plan. Shares delivered to or withheld by the Company in payment of
the Option exercise price shall be valued at the Fair Market Value of the Share
on the day preceding the date of the exercise of the Option.

         d. Exercisability of Stock Option. Unless otherwise determined by the
Committee at the time of grant and as provided in an Option Agreement, Options
granted hereunder shall become exercisable according to the vesting schedule set
forth below:

            one-fourth of the Shares subject to the Option shall become
            exercisable on the first anniversary of the date of grant and
            shall remain exercisable until the Option expires, terminates,
            or is cancelled; and

            one-fourth of the Shares subject to the Option shall become
            exercisable on the second anniversary of the date of grant and
            shall remain exercisable until the Option expires, terminates,
            or is cancelled; and

            one-fourth of the Shares subject to the Option shall become
            exercisable on the third anniversary of the date of grant and
            shall remain exercisable until the Option expires, terminates,
            or is cancelled; and

            one-fourth of the Shares subject to the Option shall become
            exercisable on the fourth anniversary of the date of grant and
            shall remain exercisable until the Option expires, terminates,
            or is cancelled.

         e. Death. If a Key Employee's employment with the Company or a Related
Entity terminates due to the death of such Key Employee, the estate of such Key
Employee, or a Person who acquired the right to exercise such Option by bequest
or inheritance or by reason of the death of the Key Employee, shall have the
right to exercise such Option, to the extent such Option was vested on the date
the Key Employee's employment terminated, in accordance with the terms of the
Option Agreement at any time and from time to time before the earlier to occur
of the following (1) the expiration of 365 days after the date the Key
Employee's employment with the Company or a Related Entity terminated by reason
of his death, or (2) the expiration date of such Option, unless a shorter period
is expressly provided in the Option Agreement evidencing such Option or is
established by the Committee pursuant to Section 10 (but in no event after the
expiration date of the Option).

         f. Disability. If any Key Employee's employment with the Company or a
Related Entity terminates because of his Disability (as defined in Section 20
hereof), such Participant or his legal representative shall have the right to
exercise the Option, to the extent the Option was vested as of the date the Key
Employee's employment terminated, in accordance with the terms of the Option
Agreement at any time and from time to time before the earlier to occur of the
following (1) the expiration of 365 days after the date


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the Key Employee's employment with the Company or a Related Entity terminated by
reason of his Disability, or (2) the expiration date of such Option, unless a
shorter period is expressly provided in such Option or established by the
Committee pursuant to Section 10.

         g. Termination for Cause. Unless a Key Employee's Option expressly
provides otherwise, such Key Employee shall immediately forfeit all rights under
his Option, except as to the Shares previously acquired thereunder, if the
employment of such Key Employee with the Company or a Related Entity is
terminated by the Company or any Related Entity for Cause (as defined in Section
20 hereof). The determination that Cause for termination exists shall be made by
the Committee (unless otherwise agreed to in the Option Agreement or in writing
by the Company and the Key Employee).

         h. Other Termination of Employment. If the employment of a Key Employee
with the Company or a Related Entity terminates for any reason other than those
specified in subsection (e), (f) or (g) above, such Key Employee shall have the
right to exercise his Option, to the extent the Option was vested as of the date
of termination of employment, in accordance with the terms of the Option
Agreement, before the first to occur of the following (1) the expiration of 60
days after the date of such termination of employment, or (2) the expiration
date of the Option, unless a longer or shorter period is expressly provided in
the Option Agreement or is established by the Committee (but in no event shall
such period continue after the expiration date of the Option); provided, that no
Incentive Stock Option shall be exercisable more than three months after such
termination.

         i. Maximum Exercise. To the extent the aggregate Fair Market Value
(determined as of the time the Option is granted) of Shares subject to a Key
Employee's Incentive Stock Options that first become exercisable during a
calendar year (under all option plans of the Company and of any Parent
Corporation or Subsidiary Corporation ) exceeds $100,000, such Incentive Stock
Options shall be treated as Non-Qualified Stock Options. For purposes of the
preceding sentence, Incentive Stock Options shall be taken into account in the
order in which they are granted. To the extent an Option that is intended to be
treated as an Incentive Stock Option does not satisfy any requirement of Section
422 of the Code such Option shall be treated as a Non-Qualified Stock Option.

         j. Continuation of Employment. Each Incentive Stock Option shall
require the Key Employee to remain in the continuous employ of the Company or
any Related Entity from the date of grant of the Incentive Stock Option until no
more than three months prior to the date of exercise of the Incentive Stock
Option, subject to the maximum exercise periods described in subsections (e),
(f), (g), and (h), above. The Committee may, in its sole discretion, permit the
exercise of an Option that is intended to be an Incentive Stock Option more than
three months after the date the Participant ceases to be employed by the Company
or any Related Entity, provided that the Option shall be treated as a
Non-Qualified Stock Option if it is exercised more than three months after the
date the Key Employee's employment with the Company or a Related Entity
terminates, except as provided in subsections (e) and (f), above.


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7.       Stock Awards

         a. Generally. The Committee may, in its discretion, grant Stock Awards
(which may include mandatory payment of any bonus in stock) consisting of Shares
issued or transferred to Key Employees or Eligible Non-Employees with or without
other payments therefor. A Stock Award shall be construed as an offer by the
Company to the Participant to purchase the number of Shares subject to the Stock
Award at the purchase price, if any, established therefor.

         b. Payment of the Purchase Price. If the Stock Award Agreement requires
payment for Shares acquired pursuant to the Stock Award, the purchase price of
any Shares subject to the Stock Award may be paid in any manner authorized by
the Committee, which may include any manner authorized under the Plan for the
payment of the exercise price of an Option.

         c. Additional Terms. Stock Awards shall be subject to such terms and
conditions as the Committee determines appropriate, including restrictions on
the sale or other disposition of such shares and the right of the Company to
reacquire such shares for no consideration upon termination of the Participant's
employment or service within specified periods. The Committee may require the
Participant to deliver a duly signed stock power, endorsed in blank, relating to
the Common Stock covered by such an Award. The Committee may also require that
the stock certificates evidencing such shares be held in custody or bear
restrictive legends until the restrictions thereon shall have lapsed.

         d. Rights as a Shareholder. The Stock Award Agreement shall specify
whether the Participant shall have, with respect to Shares subject to the Stock
Award, all of the rights of a holder of Shares, including the right to receive
dividends and to vote the Shares.

8.       Performance-Based Awards.

         a. Stock Awards or Options. The Committee may, in its discretion, grant
Stock Awards or Options that are intended to meet the requirements applicable to
"qualified performance-based compensation" for purposes of the exemption from
the compensation deduction limitation described in Section 162(m) of the Code
("Performance-Based Awards"). It is the intent of the Company that
Performance-Based Awards made to Persons who are "covered employees" within the
meaning of Section 162(m) of the Code shall constitute "qualified
performance-based compensation" satisfying the requirements of Section 162(m) of
the Code. Options granted to Participants who are "covered employees" within the
meaning of Section 162(m) of the Code shall be intended to be Performance-Based
Awards, except as otherwise provided by the Committee. Accordingly, the
provisions of the Plan shall be interpreted in a manner consistent with Section
162(m) of the Code with respect to Performance-Based Awards. If any other
provision of the Plan or a Performance-Based Award is intend to but does not
comply with, or is inconsistent with, the requirements of Section 162(m) of


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the Code, such provision shall be construed or deemed amended to the extent
necessary to conform to and comply with such requirements. Nothing in this
Section 8 shall subject a Performance-Based Award to terms or conditions in
excess of the minimum requirements necessary for the Performance-Base Award to
comply with the requirements of Section 162(m) of the Code.

         b. As determined by the Committee in its sole discretion, either the
granting of, vesting of, or other lapsing of restrictions related to
Performance-Based Awards shall be based on achievement of hurdle rates and/or
growth rates in one or more business criteria that apply to the individual
Participant, one or more business units or the Company as a whole. The business
criteria shall be as follows, individually or in combination: (i) net earnings;
(ii) earnings per share; (iii) net sales growth; (iv) market share; (v) net
operating profit; (vi) expense targets; (vii) working capital targets relating
to inventory and/or accounts receivable; (viii) operating margin; (ix) return on
equity; (x) return on assets; (xi) planning accuracy (as measured by comparing
planned results to actual results); (xii) market price per share; and (xiii)
total return to stockholders. In addition, Performance-Based Awards may include
comparisons to the performance of other companies, such performance to be
measured by one or more of the foregoing business criteria.

         c. The per Share exercise price of Performance-Based Awards that are
Options shall not be less than the Fair Market Value of a Share on the grant
date of such Option.

         d. With respect to Performance-Based Awards that are Stock Awards, the
Committee shall establish in writing (i) the performance goals applicable to a
given period, and such performance goals shall state, in terms of an objective
formula or standard, the method for computing the amount of compensation payable
to the Participant if such performance goals are obtained and (ii) the
individual employees or class of employees to which such performance goals apply
no later than ninety (90) days after the commencement of such period (but in no
event after twenty-five percent (25%) of such period has elapsed).

         e. No Performance-Based Awards shall be payable to or vest with respect
to, as the case may be, any Participant for a given period until the Committee
certifies in writing that the objective performance goals (and any other
material terms) applicable to such period have been satisfied.

         f. After establishment of a performance goal, the Committee shall not
revise such performance goal or increase the amount of compensation payable
thereunder (as determined in accordance with Section 162(m) of the Code) upon
the attainment of such performance goal. Notwithstanding the preceding sentence,
the Committee may reduce or eliminate the number of Shares subject to a
Performance-Based Award or the number of shares of Common Stock vested upon the
attainment of such performance goal.


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9.       Options Granted to Eligible Non-Employees.

                  Subject to the express provisions of this Plan, the Committee
shall have the authority to grant Non-Qualified Stock Options (and not Incentive
Stock Options) to Eligible Non-Employees. The terms and conditions of the
Non-Qualified Stock Options granted under this Section 9 shall be determined
from time to time by the Committee; provided, however, that the Non-Qualified
Stock Options granted under this Section 9 shall be subject to all terms and
provisions of the Plan (other than Section 6, 7, or 8 (except as otherwise
provided in an Option Agreement) hereof), including the following:

         a. Option Exercise Price. Subject to Section 4, the Committee shall
establish the exercise price of a Non-Qualified Stock Option at the time the
Non-Qualified Stock Option is granted at such amount as the Committee shall
determine in its sole discretion. The exercise price of a Non-Qualified Stock
Option shall be subject to adjustment in accordance with the provisions of
Section 11 of the Plan.

         b. Option Term. Each Option Agreement shall specify the period during
which the Non-Qualified Stock Option may be exercised and shall provide that the
Non-Qualified Stock Option shall expire at the end of such period. No
Non-Qualified Stock Option by its terms shall be exercisable after the
expiration of ten years after the date of grant of the Non-Qualified Stock
Option.

         c. Payment. The exercise price per Share subject to a Non-Qualified
Stock Option shall be payable at the time of such exercise. Such exercise price
shall be payable in cash or by any other means acceptable to the Committee,
including delivery to the Company of Shares previously acquired by the Eligible
Non-Employee or by the delivery or withholding of Shares pursuant to a procedure
created pursuant to Section 5(a)(iii), (iv) or (v) of the Plan. If Shares are
delivered to or withheld by the Company in payment of the Non-Qualified Stock
Option exercise price, such Shares shall be valued at the Fair Market Value of
the Shares on the day preceding the date of the exercise of the Non-Qualified
Stock Option.

         d. Exercisability of Stock Option. Subject to Section 10 hereof, each
Non-Qualified Stock Option shall become exercisable in one or more installments,
as the Committee may determine at the time of the grant.

         e. Death. If the retention by the Company or any Related Entity of the
services of any Eligible Non-Employee terminates because of his death, the
estate of such Eligible Non-Employee, or a Person who acquired the right to
exercise a Non-Qualified Stock Option by bequest or inheritance or by reason of
the death of the Eligible Non-Employee, shall have the right to exercise such
Option in accordance with the terms of the Option Agreement to the extent such
Option was vested as of the date the Eligible Non-Employee's services terminated
because of his death, at any time and from time to time before the earlier to
occur of the following (1) the expiration of 365 days after the date of the
Eligible Non-Employee's death, or (2) the expiration date of the Option, unless
a longer or shorter period is expressly provided in such Option Agreement or


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established by the Committee pursuant to Section 10 (but in no event after the
expiration date of the Option).

         f. Disability. If the retention by the Company or any Related Entity of
the services of any Eligible Non-Employee terminates because of his disability,
as determined by the Committee in its sole discretion, such Eligible
Non-Employee or his legal representative shall have the right to exercise a
Non-Qualified Stock Option in accordance with the terms of the Option Agreement
to the extent the Non-Qualified Stock Option was vested as of the date the
Eligible Non-Employee's service with the Company or a Related Entity terminated
because of his disability, at any time and from time to time within the earlier
to occur of the following (1) the expiration of 365 days after the date of the
Eligible Non-Employee's services were terminated, or (2) the expiration date of
the Option, unless a longer or shorter period is expressly provided in such
Option Agreement or established by the Committee pursuant to Section 10 (but not
after the expiration of the Option).

         g. Cause. If the retention by the Company or any Related Entity of the
services of any Eligible Non-Employee is terminated (i) for Cause, or (ii) as a
result of the removal of the Eligible Non-Employee from office as a director of
the Company or of any Related Entity for cause action of the stockholders of the
Company or such Related Entity in accordance with the by-laws of the Company or
such Related Entity, as applicable, and the corporate law of the jurisdiction of
incorporation of the Company or such Related Entity, then such Eligible
Non-Employee shall forfeit his rights under his Options except as to Shares
previously acquired through the exercise of the Option. The determination that
Cause for the termination of the Eligible Non-Employee's services exists shall
be made by the Committee (unless otherwise provided in the Option Agreement or
as otherwise agreed to in writing by the Company and the Eligible Non-Employee).

         h. Other Termination of Relationship. If the retention by the Company
or any Related Entity of the services of any Eligible Non-Employee terminates
for any reason other than those specified in subsections (e), (f), or (g) above,
such Participant shall have the right to exercise his or its Non-Qualified Stock
Option, to the extent such Option was vested on the date of such termination, in
accordance with the terms of the Option Agreement within 60 days after the date
of such termination, unless a longer or shorter period is expressly provided in
such Option Agreement or established by the Committee pursuant to Section 10
(but not after the expiration date of the Option).

10.      Change of Control.

                  If (i) a Change of Control shall occur, (ii) the Company shall
enter into an agreement providing for a Change of Control, or (iii) any member
of the HMC Group shall enter into an agreement providing for a Change of
Control, then the Committee may declare any or all Options outstanding under the
Plan to be exercisable in full, to the extent such Options were not previously
exercisable, at such time or times as the Committee shall determine,
notwithstanding the express provisions of any Option


                                       12
<PAGE>
Agreement; similarly, the Committee may declare that any restrictions applicable
to any Stock Award shall completely lapse (to the extent not then lapsed), at
such time or times as the Committee shall determine, notwithstanding the terms
of any Stock Award Agreement. Each Option accelerated by the Committee pursuant
to the preceding sentence shall terminate, notwithstanding any express provision
thereof or any other provision of the Plan, on such date (not later than the
stated exercise date) as the Committee shall determine.

11.      Adjustment of Shares.

                  Unless otherwise expressly provided in a particular Option
Agreement or Stock Award Agreement, in the event that, by reason of any merger,
consolidation, combination, liquidation, reorganization, recapitalization, stock
dividend, stock split, split-up, split-off, spin-off, combination of shares,
exchange of shares or other like change in capital structure of the Company
(collectively, a "Reorganization"), the Common Stock is substituted, combined,
or changed into any cash, property, or other securities, or the shares of Common
Stock are changed into a greater or lesser number of shares of Common Stock, the
number and/or kind of shares and/or interests subject to an Option or Stock
Award and the per share price or value thereof shall be appropriately adjusted
by the Committee to give appropriate effect to such Reorganization. Any
fractional shares or interests resulting from such adjustment shall be
eliminated. Notwithstanding the foregoing, (i) each such adjustment with respect
to an Incentive Stock Option shall comply with the rules of Section 424(a) of
the Code, and (ii) in no event shall any adjustment be made which would render
any Incentive Stock Option granted hereunder other than an "incentive stock
option" for purposes of Section 422 of the Code.

                  In the event the Company is not the surviving entity of a
Reorganization and, following such Reorganization, any Participant holding
Options or Stock Awards issued pursuant to this Plan which have not been
exercised, cancelled, or terminated in connection therewith, the Company shall
cause such Options and Stock Awards to be assumed (or cancelled and replacement
Options and Stock Awards issued) by the surviving entity or a Related Entity.

12.      Assignment or Transfer.

                  Except as otherwise expressly provided in the Option Agreement
for a Non-Qualified Stock Option, no Option granted under the Plan or any rights
or interests therein shall be assignable or transferable by a Participant except
by will or the laws of descent and distribution, and during the lifetime of a
Participant, Options granted to him or her hereunder shall be exercisable only
by the Participant or, in the event that a legal representative has been
appointed in connection with the disability of a Participant, such legal
representative. The Committee may, on a case by case basis, permit a Participant
to transfer a Non-Qualified Stock Option, in whole or in part, during the
Participant's lifetime to one or more members of the Participant's immediate
family or to a trust established exclusively for one or more such family
members, and the extent of such


                                       13
<PAGE>
permission shall be enumerated in the Participant's Option Agreement. The
transferred portion of the Non-Qualified Stock Option may be exercised only by
the person or persons who acquire a proprietary interest in the Non-Qualified
Stock Option pursuant to the transfer. The terms applicable to the transferred
portion of the Non-Qualified Stock Option shall be the same as those in effect
for the Non-Qualified Stock Option under the Participant's Option Agreement
immediately prior to the transfer. The Committee may impose on any transferable
Non-Qualified Stock Option such limitations and conditions as the Committee
deems appropriate in its sole discretion. Any attempt to transfer an Option in
violation of this Section 12 shall be null and void and shall be disregarded by
the Company.

13.      Other Provisions.

                  The grant of any Option or any Stock Award under the Plan may
also be subject to such other provisions (whether or not applicable to an Option
granted or a Stock Award made to any other Participant) as the Committee
determines appropriate, including provisions relating to compliance with federal
and state securities laws, or and provisions and conditions relating to a
Participant's employment or retention which may be in addition to those
specifically provided for under the Plan.

14.      Withholding Taxes.

                  By acceptance of an Option or a Stock Award, a Participant
shall be deemed to (i) agree to reimburse the Company or Related Entity by which
the Participant is employed or retained for any federal, state, or local taxes
or other amounts required by any government to be withheld or otherwise deducted
by such corporation in respect of the Participant's exercise of all or a portion
of the Option or the grant of or lapse of any restrictions related to a Stock
Award; (ii) authorize the Company or any Related Entity by which the Participant
is employed or retained to withhold from any cash compensation paid to the
Participant or in the Participant's behalf, an amount sufficient to discharge
any federal, state, and local taxes or other amounts imposed on the Company, or
the Related Entity by which the Participant is employed or retained, and which
otherwise has not been reimbursed by the Participant, in respect of the
Participant's exercise of all or a portion of the Option or the grant of or
lapse of any restrictions related to a Stock Award; and (iii) agree that the
Company may, in its discretion, hold the stock certificate to which the
Participant is entitled upon exercise of the Option (or refuse to release from
escrow certificate related to any restricted Stock Award), until cash sufficient
to pay that liability has been accumulated, and may, in its discretion, effect
such withholding by retaining shares issuable upon the exercise of the Option
having a Fair Market Value on the date of exercise which is equal to the amount
to be withheld or in the case of a Stock Award, require the Participant to
return to the Company a number of shares of Common Stock sufficient to satisfy
the withholding requirement.


                                       14
<PAGE>

15.      Costs and Expenses.

                  The costs and expenses of administering the Plan shall be
borne by the Company and shall not be charged against any Option or Stock Award
or to any Participant receiving an Option or Stock Award .

16.      Funding of Plan.

                  The Plan shall be unfunded. The Company shall not be required
to make any segregation of assets to assure the payment of any Option or Stock
Award under the Plan.

17.      Other Incentive Plans.

                  The adoption of the Plan does not preclude the adoption by
appropriate means of any other incentive plan for employees.

18.      Effect on Tenure.

                  Nothing contained in the Plan or any Option Agreement or Stock
Award Agreement shall affect, or be construed as affecting, the terms of
employment of any Key Employee (or the terms of the relationship between the
Company or any Related Entity and any Eligible Non-Employee) except to the
extent specifically provided herein or therein. Nothing contained in the Plan or
any Option Agreement or Stock Award Agreement shall impose, or be construed as
imposing, an obligation on (i) the Company or any Related Entity to continue the
employment of any Key Employee (or retention of any Eligible Non-Employee), and
(ii) any Key Employee to remain in the employ (or any Eligible Non-Employee to
remain in the service) of the Company or any Related Entity.

19.      No Fractional Shares.

                  No fractional Shares shall be issued or delivered under the
Plan or any Option or Stock Award. The Committee shall have full discretion to
determine whether cash, other securities, or other property shall be paid or
transferred in lieu of any fractional Shares or whether such fractional Shares
or any rights thereto shall be canceled or terminated.

20.      Definitions.

                  In addition to the terms specifically defined elsewhere in the
Plan, as used in the Plan, the following terms shall have the respective
meanings indicated:

         "Affiliate" shall mean, as to any Person, a Person that directly, or
         indirectly through one or more intermediaries, controls, or is
         controlled by, or is under common control with, such Person.

         "Board of Directors" shall have the meaning set forth in Section 2
         hereof.


                                       15
<PAGE>

         "Cause", with respect to any Key Employee, shall mean (unless another
         definition is agreed to in writing by the Company and the Participant)
         termination by action of the Board of Directors because of: (A) the
         Participant's conviction of, or plea of nolo contendere to, a felony or
         a crime involving moral turpitude; (B) the Participant's personal
         dishonesty, incompetence, willful misconduct, willful violation of any
         law, rule, or regulation (other than minor traffic violations or
         similar offenses) or breach of fiduciary duty which involves personal
         profit; (C) the Participant's commission of material mismanagement in
         the conduct of his duties as assigned to him by the Board of Directors
         or the Participant's supervising officer or officers of the Company;
         (D) the Participant's willful failure to execute or comply with the
         policies of the Company or his stated duties as established by the
         Board of Directors or the Participant's supervising officer or officers
         of the Company, or the Participant's intentional failure to perform the
         Participant's stated duties; or (E) substance abuse or addiction on the
         part of the Participant. "Cause", with respect to any Eligible
         Non-Employee, shall mean (unless another definition is agreed to in
         writing by the Company and the Participant) termination by action of
         the Board of Directors because of: (A) the Participant's conviction of,
         or plea of nolo contendere to, a felony or a crime involving moral
         turpitude; (B) the Participant's personal dishonesty, incompetence,
         willful misconduct, willful violation of any law, rule, or regulation
         (other than minor traffic violations or similar offenses) or breach of
         fiduciary duty which involves personal profit; (C) the Participant's
         commission of material mismanagement in providing services to the
         Company or any Related Entity; (D) the Participant's willful failure to
         comply with the policies of the Company in providing services to the
         Company or any Related Entity, or the Participant's intentional failure
         to perform the services for which the Participant has been engaged; (E)
         substance abuse or addiction on the part of the Participant; or (F) the
         Participant's willfully making any material misrepresentation or
         willfully omitting to disclose any material fact to the board of
         directors of the Company or any Related Entity with respect to the
         business of the Company or any Related Entity.

         "Change of Control" shall mean the first to occur of the following
         events: (i) any sale, lease, exchange, or other transfer (in one
         transaction or series of related transactions) of all or substantially
         all of the assets of the Company to any Person or group of related
         Persons for purposes of Section 13(d) of the Exchange Act other than
         one or more members of the HMC Group, (ii) a majority of the Board of
         Directors of the Company shall consist of Persons who are not
         Continuing Directors; or (iii) the acquisition by any Person or Group
         (other than one or more members of the HMC Group) of the power,
         directly or indirectly, to vote or direct the voting of securities
         having more than 50% of the ordinary voting power for the election of
         directors of the Company.

         "Code" shall have the meaning set forth in Section 1 hereof.

         "Committee" shall have the meaning set forth in Section 2 hereof.


                                       16
<PAGE>

         "Common Stock" shall have the meaning set forth in Section 3 hereof.

         "Company" shall have the meaning set forth in Section 1 hereof.

         "Continuing Director" shall mean, as of the date of determination, any
         Person who (i) was a member of the Board of Directors of the Company on
         the date of adoption of this Plan, (ii) was nominated for election or
         elected to the Board of Directors of the Company with the affirmative
         vote of a majority of the Continuing Directors who were members of such
         Board of Directors at the time of such nomination or election, or (iii)
         is a member of the HMC Group.

         "Disability" shall mean permanent disability as defined under the
         appropriate provisions of the applicable long-term disability plan
         maintained for the benefit of employees of the Company or any Related
         Entity who are regularly employed on a salaried basis unless another
         meaning shall be agreed to in writing by the Committee and the
         Participant; provided, however, that in the case of an Incentive Stock
         Option "disability" shall have the meaning specified in Section
         22(e)(3) of the Code.

         "Eligible Non-Employee" shall have the meaning set forth in Section 4
         hereof.

         "Exchange Act" shall have the meaning set forth in Section 2 hereof.

         "Fair Market Value" shall, as it relates to the Common Stock, mean the
         average of the high and low prices of such Common Stock as reported on
         the principal national securities exchange on which the shares of
         Common Stock are then listed on the date specified herein, or if there
         were no sales on such date, on the next preceding day on which there
         were sales, or if such Common Stock is not listed on a national
         securities exchange, the last reported bid price in the
         over-the-counter market, or if such shares are not traded in the
         over-the-counter market, the per share cash price for which all of the
         outstanding Common Stock could be sold to a willing purchaser in an
         arms length transaction (without regard to minority discount, absence
         of liquidity, or transfer restrictions imposed by any applicable law or
         agreement) at the date of the event giving rise to a need for a
         determination. Except as may be otherwise expressly provided in a
         particular Option, Fair Market Value shall be determined in good faith
         by the Committee.

         "HMC Group" shall mean Hicks, Muse, Tate & Furst Incorporated, its
         Affiliates and their respective employees, officers, and directors (and
         members of their respective families and trusts for the primary benefit
         of such family members).

         "Incentive Stock Options" shall have the meaning set forth in Section 6
         hereof.

         The term "including" when used herein shall mean "including, but not
         limited to".

         "Key Employee" shall have the meaning set forth in Section 4 hereof.


                                       17
<PAGE>

         "Non-Qualified Stock Options" shall have the meaning set forth in
         Section 6 hereof.

         "Option Agreement" shall mean the written agreement or other written
         instrument(s) evidencing the grant of an Option.

         "Options" shall have the meaning set forth in Section 1 hereof.

         "Participant" shall mean a Person who has received an Option or a Stock
         Award under the Plan.

         "Performance-Based Award" shall have the meaning set forth in Section 8
         hereof.

         "Person" shall have the meaning set forth in Section 4 hereof.

         "Plan" shall have the meaning set forth in Section 1 hereof.

         "Related Entities" shall have the meaning set forth in Section 1
         hereof.

         "Reorganization" shall have the meaning set forth in Section 11 hereof.

         "Rule 16b-3" shall have the meaning set forth in Section 2 hereof.

         "Stock Award" shall have the meaning set forth in Section 1 hereof.

         "Stock Award Agreement" shall mean the written agreement or other
         written instrument(s) evidencing a Stock Award.

         "Subsidiary" shall mean, with respect to any Person, any other Person
         of which such first Person owns or has the power to vote, directly or
         indirectly, securities representing a majority of the votes ordinarily
         entitled to be cast for the election of directors or other governing
         Persons.

21.      Amendment of Plan.

                  The Board of Directors shall have the right to amend, modify,
suspend or terminate the Plan at any time; provided that, an amendment that
would: (i) disqualify any Incentive Stock Options granted under the Plan; (ii)
increase the aggregate number of Shares reserved for issuance pursuant to the
exercise of Options; (iii) increase the annual per-Participant limit set forth
in Section 3(a) hereof; or (v) modify the requirements as to eligibility for
participation in the Plan shall not become effective without the approval of a
majority of the stockholders of the Company. Notwithstanding the preceding
sentence, the Board of Directors shall be authorized to amend the Plan and the
Options granted thereunder (i) to the extent necessary to cause Incentive Stock
Options to satisfy the requirements applicable to "incentive stock options"
under Section 422 of the Code, (ii) to comply with Rule 16b-3 (or any successor
rule) under the Exchange Act (or any successor law) and the regulations
(including any temporary regulations) promulgated


                                       18
<PAGE>
thereunder, (iii) to cause the Options or Stock Awards intended to be
Performance-Based Awards to qualify as "performance-based compensation" within
the meaning of Section 162(m)(4)(C) of the Code. No amendment, modification,
suspension or termination of the Plan shall cause, without the consent of the
holder, any previously-granted Options or Stock Awards to be forfeited or
altered in a way that materially and adversely affects the holder thereof or his
rights or benefits under such Option or Stock Award.

22.      Governing Law.

                  The validity and construction of the Plan and any agreement
evidencing the grant of an Option or Stock Award thereunder shall be governed by
the laws of the State of Delaware, excluding any conflicts or choice of law
rules or principles that might otherwise refer construction or interpretation of
any provision of the Plan or any such agreement to the substantive law of
another jurisdiction, except to the extent superseded by any applicable federal
law.

23.      Effective Date.

                  The Plan shall be effective as of May 1, 2002, and shall be
void ab initio if not approved by the stockholders of the Company within twelve
months thereafter.


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