EXHIBIT 10.16


                               LOYALTYPOINT, INC.
                               ------------------
                                 2004 STOCK PLAN
                                 ---------------

         1. Purpose and Eligibility. This Stock Plan (the "Plan") is intended to
advance the interests of LoyaltyPoint, Inc., a Delaware corporation (the
"Company"), and its Related Corporations (as defined below) by enhancing the
ability of the Company to attract and retain qualified employees, consultants,
Officers (as defined below) and directors, by creating incentives and rewards
for their contributions to the success of the Company and its Related
Corporations. This Plan will provide to (a) Officers and other employees of the
Company and its Related Corporations opportunities to purchase common stock
("Common Stock") of the Company pursuant to Options granted hereunder which
qualify as incentive stock options ("ISOs") under Section 422(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), (b) directors, Officers,
employees and consultants of the Company and Related Corporations opportunities
to purchase Common Stock in the Company pursuant to options granted hereunder
which do not qualify as ISOs ("Non-Qualified Options"); (c) directors, Officers,
employees and consultants of the Company and Related Corporations opportunities
to receive shares of Common Stock of the Company ("Awards"); (d) directors,
Officers, employees and consultants of the Company and Related Corporations
opportunities to receive grants of stock appreciation rights ("SARs"); and (e)
directors, Officers, employees and consultants of the Company and Related
Corporations opportunities to receive grants of restricted stock units ("RSUs").
ISOs, and Non-Qualified Options are referred to hereafter as "Options." Options,
Awards, RSUs and SARs are sometimes referred to hereafter collectively as "Stock
Rights." Any of the Options and/or Stock Rights may in the Committee's
discretion be issued in tandem to one or more other Options and/or Stock Rights
to the extent permitted by law.

         For purposes of the Plan, the term "Related Corporations" shall mean a
corporation which is a subsidiary corporation with respect to the Company within
the meaning of Section 425(f) of the Code. For purposes of the Plan, the term
"Officers" shall mean an officer of the Company and/or a Related Corporation
within the meaning of Section 16 of the of the Securities Exchange Act of 1934
(the "Exchange Act").

         This Plan is intended to comply in all respects with Rule 16b-3 and its
successor rules as promulgated under Section 16(b) of the Exchange Act ("Rule
16b-3") for participants who are subject to Section 16 of the Exchange Act. To
the extent any provision of the Plan or action by the Plan administrators fails
to so comply, it shall be deemed null and void to the extent permitted by law
and deemed advisable by the Plan administrators. Provided, however, such
exercise of discretion by the Plan administrators shall not interfere with the
contract rights of any grantee. In the event that any interpretation or
construction of the Plan is required, it shall be interpreted and construed in
order to ensure, to the maximum extent permissible by law, that such grantee
does not violate the short-swing profit provisions of Section 16(b) of the
Exchange Act and that any exemption available under Rule 16b-3 or other rule is
available.


<PAGE>

         2. Administration of the Plan.

            (a) The Plan may be administered by the entire board of directors of
the Company (the "Board") or by a committee as defined below (the "Committee").
If the Company is subject to the provisions of the Exchange Act, the Committee
shall consist of two or more members of the Board, each of whom shall be both an
"outside director" within the meaning of Section 162(m) of the Code and a
"non-employee director" within the meaning of Rule 16b-3. Once appointed, such
Committee shall continue to serve until otherwise directed by the Board. A
majority of the members of any such Committee shall constitute a quorum, and all
determinations of the Committee shall be made by the majority of its members
present at a meeting. Any determination of the Committee under the Plan may be
made without notice or meeting of the Committee by a writing signed by all of
the Committee members. Subject to ratification of the grant of each Option by
the Board (but only if so required by applicable state law), and subject to the
terms of the Plan, the Committee shall have the authority to (i) determine the
employees of the Company and Related Corporations (from among the class of
employees eligible under Section 3 to receive ISOs) to whom ISOs may be granted,
and to determine (from among the class of individuals and entities eligible
under Section 3 to receive Non-Qualified Options, Awards, SARs and RSUs) to whom
Non-Qualified Options, Awards, SARs and RSUs may be granted; (ii) determine when
Stock Rights may be granted; (iii) determine the exercise prices of Stock Rights
(as applicable), which shall not be less than the fair market value defined by
Section 7; (iv) determine whether each Option granted shall be an ISO or a
Non-Qualified Option; (v) determine (subject to Section 6) when Stock Rights (as
applicable) shall become exercisable, the duration of the exercise period and
when each Stock Right shall vest; (vi) determine specific terms and conditions
for Awards, SARs and RSUs; (vii) determine whether restrictions such as
repurchase options are to be imposed on shares subject to or issued in
connection with Stock Rights, and the nature of such restrictions, if any, and
(viii) interpret the Plan and promulgate and rescind rules and regulations
relating to it.

         The interpretation and construction by the Committee of any provisions
of the Plan or of any Stock Right granted under it shall be final, binding and
conclusive unless otherwise determined by the Board. The Committee may from time
to time adopt such rules and regulations for carrying out the Plan as it may
deem best.

         No members of the Committee or the Board shall be liable for any action
or determination made in good faith with respect to the Plan or any Stock Right
granted under it. No member of the Committee or the Board shall be liable for
any act or omission of any other member of the Committee or the Board or for any
act or omission on his own part, including but not limited to the exercise of
any power and discretion given to him under the Plan, except those resulting
from his own gross negligence or willful misconduct.

            (b) The Committee may select one of its members as its chairman and
shall hold meetings at such time and places as it may determine. All references
in this Plan to the Committee shall mean the Board if no Committee has been
appointed. From time to time the Board may increase the size of the Committee
and appoint additional members thereof, remove members (with or without cause)
and appoint new members in substitution therefor, fill vacancies however caused
or remove all members of the Committee and thereafter directly administer the
Plan.

                                       2
<PAGE>

            (c) Stock Rights may be granted to members of the Board, whether
such grants are in their capacity as directors, Officers or consultants. All
grants of Stock Rights to members of the Board shall in all other respects be
made in accordance with the provisions of this Plan applicable to other eligible
persons. Members of the Board who are either (i) eligible for Stock Rights
pursuant to the Plan or (ii) have been granted Stock Rights may vote on any
matters affecting the administration of the Plan or the grant of any Stock
Rights pursuant to the Plan.

            (d) In addition to such other rights of indemnification as he may
have as a member of the Board, and with respect to administration of the Plan
and the granting of Stock Rights under it, each member of the Board and of the
Committee shall be entitled without further act on his part to indemnification
from the Company for all expenses (including advances of litigation expenses,
the amount of judgment and the amount of approved settlements made with a view
to the curtailment of costs of litigation) reasonably incurred by him in
connection with or arising out of any action, suit or proceeding, including any
appeal thereof, with respect to the administration of the Plan or the granting
of Stock Rights under it in which he may be involved by reason of his being or
having been a member of the Board or the Committee, whether or not he continues
to be such member of the Board or the Committee at the time of the incurring of
such expenses; provided, however, that such indemnity shall not include any
expenses incurred by such member of the Board or the Committee (i) in respect of
matters as to which he shall be finally adjudged in such action, suit or
proceeding to have been guilty of or liable for gross negligence or willful
misconduct in the performance of his duties as a member of the Board or the
Committee; (ii) in respect of any matter in which any settlement is effected to
an amount in excess of the amount approved by the Company on the advice of its
legal counsel or (iii) arising from any action in which a person asserts a claim
against the Company whether such claim is termed a complaint, counterclaim,
cross-claim, third party complaint or otherwise and provided further that no
right of indemnification under the provisions set forth herein shall be
available to any such member of the Board or the Committee unless within 10 days
after institution of any such action, suit or proceeding he shall have offered
the Company in writing the opportunity to handle and defend such action, suit or
proceeding at its own expense. The foregoing right of indemnification shall
inure to the benefit of the heirs, executors or administrators of each such
member of the Board or the Committee and shall be in addition to all other
rights to which such member of the Board or the Committee would be entitled to
as a matter of law, contract or otherwise. Provided, however, the exception in
Section 2(d) (iii) shall not apply to an action for indemnification under
circumstances where the Company has failed to provide indemnification to the
Board or Committee member which indemnification is required by this Plan.

            (e) The Board may delegate the powers to grant Stock Rights to an
executive Officer to the extent permitted by Delaware law.

         3. Eligible Employees and Others. ISOs may be granted to any employee
of the Company or any Related Corporation. Those Officers and directors of the
Company who are not employees may not be granted ISOs under the Plan. Subject to
compliance with Rule 16b-3 and other applicable securities laws, Non-Qualified
Options, Awards, SARs and RSUs may be granted to any director (whether or not an
employee), Officers, employee or consultant of the Company or any Related
Corporation. The Committee may take into consideration a recipient's individual
circumstances in determining whether to grant an ISO, a Non-Qualified Option, an
Award, a SAR or a RSU. Granting of any Stock Right to any individual or entity
shall neither entitle that individual or entity to, nor disqualify him from
participation in, any other grant of Stock Rights.

                                        3

<PAGE>
                  4. Common Stock. The Common Stock subject to Stock Rights
shall be authorized but unissued shares of Common Stock, par value $0.001, or
shares of Common Stock reacquired by the Company in any manner, including
purchase, forfeiture or otherwise. The aggregate number of shares of Common
Stock which may be issued pursuant to the Plan is 8,000,000, subject to
adjustment as provided in Section 14. Any such shares may be issued under ISOs,
Non-Qualified Options, Awards, SARs or RSUs, so long as the number of shares so
issued does not exceed the limitations in this Section. If any Stock Rights
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part, or if the Company shall reacquire any unvested shares, the
unpurchased shares subject to such Stock Rights and any unvested shares so
reacquired by the Company shall again be available for grants under the Plan.

         5. Granting of Stock Rights.

            (a) Stock Rights may be granted under the Plan at any time on and
after the approval of this Plan by the Company's stockholders. The date of grant
of a Stock Right under the Plan will be the date specified by the Committee at
the time it grants the Stock Right; provided, however, that such date shall not
be prior to the date on which the Committee acts to approve the grant. The
Committee shall have the right, with the consent of the optionee, to convert an
ISO granted under the Plan to a Non-Qualified Option pursuant to Section 17.

            (b) The Committee shall grant Stock Rights to participants that it,
in its sole discretion, selects. Stock Rights shall be granted on such terms as
the Committee shall determine except that ISOs shall be granted on terms that
comply with the Code and regulations thereunder.

            (c) A SAR entitles the holder to receive, in cash or in shares of
Common Stock, value equal to (or otherwise based on) the excess of: (a) the fair
market value of a specified number of shares of Common Stock at the time of
exercise over (b) an exercise price established by the Committee. The exercise
price of each SAR granted under this Plan shall be established by the Committee
or shall be determined by a method established by the Committee at the time the
SAR is granted, provided the exercise price shall not be less than 100% of the
fair market value of a share of Common Stock on the date of the grant of the
SAR, or such higher price as is established by the Committee. A SAR shall be
exercisable in accordance with such terms and conditions and during such periods
as may be established by the Committee. Shares of Common Stock delivered
pursuant to the exercise of a SAR shall be subject to such conditions,
restrictions and contingencies as the Committee may establish in the applicable
SAR agreement or document, if any. Settlement of SARs may be made in shares of
Common Stock (valued at their fair market value at the time of exercise), in
cash, or in a combination thereof, as determined in the discretion of the
Committee. The Committee, in its discretion, may impose such conditions,
restrictions and contingencies with respect to shares of Common Stock acquired
pursuant to the exercise of each SAR as the Committee determines to be
desirable. A SAR under the Plan shall be subject to such terms and conditions,
not inconsistent with the Plan, as the Committee shall, in its discretion,
prescribe. The terms and conditions of any SAR to any grantee shall be reflected
in such form of agreement or document as is determined by the Committee. A copy
of such document, if any, shall be provided to the grantee, and the Committee
may require that the grantee execute such agreement or document prior to
granting the SAR to such person.

            (d) An RSU gives the grantee the right to receive an amount in cash
or shares of the Company's Common Stock on applicable vesting or other dates,
equal to the fair market value of one share of the Common Stock of the Company.
RSUs may be issued either alone, in addition to, or in tandem with other Stock
Rights granted under the Plan. After the Committee determines that it will grant
RSUs under the Plan, it shall advise the offeree in writing of the terms,
conditions and restrictions related to the offer, including the Restricted Unit
Period (as defined below) applicable to the imposition, if any, of any
performance-based condition or other restriction on the RSUs, the number of RSUs
that such person shall be entitled to and the time within which such person must
accept such offer, which shall in no event exceed 30 days from the date upon
which the Committee made the determination to grant the RSUs. The offer shall be
accepted by execution of an RSU agreement in the form determined by the
Committee. With respect to an RSU, which becomes non-forfeitable due to the
lapse of time, the Committee shall prescribe in the RSU agreement, the period in
which such restricted Common Stock becomes no longer forfeitable (the
"Restricted Unit Period"). With respect to the granting of the RSU, which

                                        4
<PAGE>

becomes non-forfeitable due to the satisfaction of certain pre-established
performance-based objectives imposed by the Committee, the measurement date of
whether such performance-based objectives have been satisfied shall be a date no
earlier than the first anniversary of the date of the RSU. A recipient who is
granted an RSU shall possess no incidents of ownership with respect to such
underlying Common Stock; provided that the RSU agreement may provide for
payments in lieu of dividends to such grantee. The RSU agreement shall contain
such other terms, provisions and conditions not inconsistent with the Plan as
may be determined by the Committee in its sole discretion. In addition, the
provisions of RSU agreements need not be the same with respect to each grantee.

            (e) Notwithstanding any provision of this Plan, the Committee may
impose conditions and restrictions on any grant of Stock Rights including
forfeiture of vested Options, cancellation of Common Stock acquired in
connection with any Stock Right and forfeiture of profits.

            (f) The Stock Rights shall not be exercisable for a period of more
than ten years from the date of grant.

         6. Sale of Shares. Any shares of the Company's Common Stock acquired
pursuant to Stock Rights granted hereunder shall not be sold to any person
subject to Section 16 under the Exchange Act until at least six months elapse
from the date of acquisition of such Stock Rights. Nothing in this Section 6
shall be deemed to reduce the holding period set forth under the applicable
securities laws.

         7. ISO Minimum Option Price and Other Limitations.

            (a) The exercise price per share relating to all Options granted
under the Plan shall not be less than the fair market value per share of Common
Stock on the last trading day prior to the date of such grant. For purposes of
determining the exercise price, the date of the grant shall be the later of (i)
the date of approval by the Committee or the Board, or (ii) for ISOs, the date
the recipient becomes an employee of the Company. In the case of an ISO to be
granted to an employee owning Common Stock which represents more than 10 percent
of the total combined voting power of all classes of stock of the Company or any
Related Corporation, the price per share shall not be less than 110 percent of
the fair market value per share of Common Stock on the date of grant and such
ISO shall not be exercisable after the expiration of five years from the date of
grant.

            (b) In no event shall the aggregate fair market value (determined at
the time an ISO is granted) of Common Stock for which ISOs granted to any
employee are exercisable for the first time by such employee during any calendar
year (under all stock option plans of the Company and any Related Corporation)
exceed $100,000. Any ISOs or portions thereof which exceed such limit (according
to the order in which they are granted) shall be treated as Non-Qualified
Options.

            (c) "Fair market value" shall be determined as of the last trading
day prior to the date such Option is granted and shall mean:

                (1) the closing price on the principal market if the Common
Stock is listed on a national securities exchange, the Nasdaq Stock Market
("Nasdaq") or the National Association of Securities Dealers, Inc.'s
Over-the-Counter Bulletin Board (the "Bulletin Board");

                (2) if the Company's shares are not listed on a national
securities exchange, Nasdaq or the Bulletin Board, then the closing price if
reported or the average bid and asked price for the Company's shares as listed
in the National Quotation Bureau's "pink sheets";

                (3) if there are prices available under Section 7(c)(2), then
fair market value shall be based upon the average closing bid and asked price as
determined following a polling of all dealers making a market in the Company's
Common Stock; or

                                       5

<PAGE>

                (4) if there is no regularly established trading market for the
Company's Common Stock, the fair market value shall be established by the Board
or the Committee taking into consideration all relevant factors including the
most recent price at which the Company's Common Stock was sold.

         8. Duration of Options. Subject to earlier termination as provided in
Sections 5, 9, 10 and 11, each Option shall expire on the date specified in the
original instrument granting such Option (except with respect to any part of an
ISO that is converted into a Non-Qualified Option pursuant to Section 17),
provided, however, that such instrument must comply with Section 422 of the Code
with regard to ISOs and Rule 16b-3 with regard to all Stock Rights granted
pursuant to the Plan to Officers, directors and 10% stockholders of the Company.

         9. Exercise of Options. Subject to the provisions of Sections 3(b) and
9 through 13, each Option granted under the Plan shall be exercisable as
follows:

            (a) The Options shall either be fully vested and exercisable from
the date of grant or shall vest and become exercisable in such installments as
the Committee may specify.

            (b) Once an installment becomes exercisable it shall remain
exercisable until expiration or termination of the Option, unless otherwise
specified by the Committee.

            (c) Each Option or installment, once it becomes exercisable, may be
exercised at any time or from time to time, in whole or in part, for up to the
total number of shares with respect to which it is then exercisable.

            (d) The Committee shall have the right to accelerate the vesting
date of any installment of any Option; provided that the Committee shall not
accelerate the exercise date of any installment of any Option granted to any
employee as an ISO (and not previously converted into a Non-Qualified Option
pursuant to Paragraph 17) if such acceleration would violate the annual vesting
limitation contained in Section 422(d) of the Code as described in Section 7(b).

         10. Termination of Employment. Subject to any greater restrictions or
limitations as may be imposed by the Committee upon the granting of any Option,
if an ISO optionee ceases to be employed by the Company and all Related
Corporations other than by reason of death or disability as defined in Section
11, no further installments of his ISOs shall become exercisable, and his ISOs
shall terminate as provided for in the grant or on the day three months after
the day of the termination of his employment, whichever is earlier, but in no
event later than on their specified expiration dates, except to the extent that
such ISOs (or unexercised installments thereof) have been converted into
Non-Qualified Options pursuant to Section 17. Employment shall be considered as
continuing uninterrupted during any bona fide leave of absence (such as those
attributable to illness, military obligations or governmental service) provided
that the period of such leave does not exceed 90 days or, if longer, any period
during which such optionee's right to re-employment is guaranteed by statute. A
leave of absence with the written approval of the Company's Board shall not be
considered an interruption of employment under the Plan, provided that such
written approval contractually obligates the Company or any Related Corporation
to continue the employment of the optionee after the approved period of absence.
ISOs granted under the Plan shall not be affected by any change of employment
within or among the Company and Related Corporations so long as the optionee
continues to be an employee of the Company or any Related Corporation.

         11. Death; Disability. Subject to any greater restrictions or
limitations as may be imposed by the Committee upon the granting of any Option:

            (a) If an ISO optionee ceases to be employed by the Company and all
Related Corporations by reason of his death, any ISO of such employee may be
exercised to the extent of the number of shares with respect to which he could
have exercised it on the date of his death, by his estate, personal
representative or beneficiary who has acquired the ISO by will or by the laws of
descent and distribution, at any time prior to the earlier of the ISO's
specified expiration date or three months from the date of the optionee's death.

                                       6

<PAGE>

            (b) If an ISO optionee ceases to be employed by the Company and all
Related Corporations by reason of his disability, he shall have the right to
exercise any ISO held by him on the date of termination of employment until the
earlier of (i) the ISOs specified expiration date or (ii) one year from the date
of the termination of the optionee's employment. For the purposes of the Plan,
the term "disability" shall mean "permanent and total disability" as defined in
Section 22(e)(3) of the Code or successor statute.

         12. Assignment, Transfer or Sale.

            (a) No Option granted under this Plan shall be assignable or
transferable by the grantee except by will or by the laws of descent and
distribution, and during the lifetime of the grantee, each Option shall be
exercisable only by him, his guardian or legal representative.

            (b) The shares underlying Stock Rights granted to any Officers,
director or a beneficial owner of 10% or more of the Company's securities
registered under Section 12 of the Exchange Act ("10% Owner") shall not be sold,
assigned or transferred by the grantee until at least six months elapse from the
date of the grant thereof.

            (c) Notwithstanding the preceding, any Officer, director or 10%
Owner may transfer Stock Rights other than ISOs to members of his or her
immediate family (i.e. children, grandchildren or spouse), to trusts for the
immediate benefit of such family members and to partnerships or limited
liability companies in which such family members are the only partners or
members, upon approval of the Committee so long as no consideration is received
for the transfer.


         13. Terms and Conditions of Stock Rights. Stock Rights shall be
evidenced by instruments (which need not be identical) in such forms as the
Committee may from time to time approve. Such instruments shall conform to the
terms and conditions set forth in Sections 5 through 12 hereof and may contain
such other provisions as the Committee deems advisable which are not
inconsistent with the Plan. In granting any Stock Rights, the Committee may
specify that such Non-Qualified Option shall be subject to the restrictions set
forth herein with respect to ISOs, or to such other termination and cancellation
provisions as the Committee may determine. The Committee may from time to time
confer authority and responsibility on one or more of its own members and/or one
or more Officers of the Company to execute and deliver such instruments. The
proper Officers of the Company are authorized and directed to take any and all
action necessary or advisable from time to time to carry out the terms of such
instruments.

         14. Adjustments Upon Certain Events.

            (a) Subject to any required action by the stockholders of the
Company, the number of shares of Common Stock covered by each outstanding Stock
Right, and the number of shares of Common Stock which have been authorized for
issuance under the Plan but as to which no Stock Rights have yet been granted or
which have been returned to the Plan upon cancellation or expiration of a Stock
Right, as well as the price per share of Common Stock (or cash, as applicable)
covered by each such outstanding Stock Right, shall be proportionately adjusted
for any increases or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the
Committee, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to a Stock
Right. No adjustments shall be made for dividends or other distributions paid in
cash or in property other than securities of the Company.

                                       7

<PAGE>

            (b) In the event of the proposed dissolution or liquidation of the
Company, the Committee shall notify each Participant as soon as practicable
prior to the effective date of such proposed transaction. To the extent it has
not been previously exercised, a Stock Right will terminate immediately prior to
the consummation of such proposed action.

            (c) In the event of a merger of the Company with or into another
corporation, or a "Change in Control" (as defined below), each outstanding Stock
Right shall be assumed (as defined below) or an equivalent option or right
substituted by the successor corporation or a parent or subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Stock Rights, the Participants shall fully vest in
and have the right to exercise their Stock Rights, including shares or cash as
to which it would not otherwise be vested or exercisable. If a Stock Right
becomes fully vested and exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Committee shall notify the
Participant in writing or electronically that the Stock Right shall be fully
vested and exercisable for a period of fifteen (15) days from the date of such
notice, and the Stock Right shall terminate upon the expiration of such period.

            For the purposes of this subsection (c), "Change in Control" means
the occurrence of any of the following events:(i) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial
owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly,
of securities of the Company representing fifty percent (50%) or more of the
total voting power represented by the Company's then outstanding voting
securities; (ii) the consummation of the sale or disposition by the Company of
all or substantially all of the Company's assets; or (iii) the consummation of a
merger or consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting
power represented by the voting securities of the Company or such surviving
entity or its parent outstanding immediately after such merger or consolidation.

            For the purposes of this subsection (c), the Stock Right shall be
considered "assumed" if, following the merger or Change in Control, the option
or right confers the right to purchase or receive, for each share of Common
Stock subject to the Stock Right immediately prior to the merger or Change in
Control, the consideration (whether stock, cash, or other securities or
property) received in the merger or Change in Control by holders of Common Stock
for each share held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the merger or Change in Control is not solely
common stock of the successor corporation or its parent, the Committee may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Stock Right, for each share of Common Stock
subject to the Stock Right, to be solely common stock of the successor
corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or Change in
Control.

            (d) Notwithstanding the foregoing, any adjustments made pursuant to
Section 14(a), (b) or (c) with respect to ISOs shall be made only after the
Committee, after consulting with counsel for the Company, determines whether
such adjustments would constitute a "modification" of such ISOs (as that term is
defined in Section 425(h) of the Code) or would cause any adverse tax
consequences for the holders of such ISOs. If the Committee determines that such
adjustments made with respect to ISOs would constitute a modification of such
ISOs it may refrain from making such adjustments.

            (e) No fractional shares shall be issued under the Plan and the
optionee shall receive from the Company cash in lieu of such fractional shares.

                                        8


<PAGE>

         15. Means of Exercising Stock Rights.

                  (a) A Stock Right (or any part or installment thereof) shall
be exercised by giving written notice to the Company at its principal office
address. Such notice shall identify the Stock Right being exercised and specify
the number of shares as to which such Stock Right is being exercised,
accompanied by full payment of the exercise price therefor either (i) in United
States dollars by check or wire transfer; or (ii) at the discretion of the
Committee, through delivery of shares of Common Stock having a fair market value
equal as of the date of the exercise to the cash exercise price of the Stock
Right; or (iii) except for Officers and directors of the Company, at the
discretion of the Committee by delivery of the grantee's personal recourse note
bearing interest payable not less than annually at no less than 100% of the
lowest applicable federal rate, as defined in Section 1274(d) of the Code, or
(iv) at the discretion of the Committee, by any combination of (i), (ii) and
(iii) above. If the Committee exercises its discretion to permit payment of the
exercise price of an ISO by means of the methods set forth in clauses (ii),
(iii) or (iv) of the preceding sentence, such discretion shall be exercised in
writing at the time of the grant of the ISO in question. The holder of a Stock
Right shall not have the rights of a stockholder with respect to the shares
covered by his Stock Right until the date of issuance of a stock certificate to
him for such shares. Except as expressly provided above in Section 14 with
respect to changes in capitalization and stock dividends, no adjustment shall be
made for dividends or similar rights for which the record date is before the
date such stock certificate is issued.

            (b) Each notice of exercise shall, unless the shares of Common Stock
are covered by a then current registration statement under the Securities Act of
1933, as amended (the "Act"), contain the holder's acknowledgment in form and
substance satisfactory to the Company that (i) such shares are being purchased
for investment and not for distribution or resale (other than a distribution or
resale which, in the opinion of counsel satisfactory to the Company, may be made
without violating the registration provisions of the Act), (ii) the holder has
been advised and understands that (1) the shares have not been registered under
the Act and are "restricted securities" within the meaning of Rule 144 under the
Act and are subject to restrictions on transfer and (2) the Company is under no
obligation to register the shares under the Act or to take any action which
would make available to the holder any exemption from such registration, and
(iii) such shares may not be transferred without compliance with all applicable
federal and state securities laws. Notwithstanding the above, should the Company
be advised by counsel that issuance of shares should be delayed pending
registration under federal or state securities laws or the receipt of an opinion
that an appropriate exemption therefrom is available, the Company may defer
exercise of any Stock Right granted hereunder until either such event has
occurred.

         16. Term, Termination and Amendment.

            (a) This Plan was adopted by the Board on October 15, 2004, but is
subject to stockholder approval, which approval shall be within 12 months before
or after the date this Plan is adopted by the Board.

            (b) The Board may terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on October 14, 2014. No Stock Rights may be
granted under the Plan while the Plan is terminated. Termination of the Plan
shall not impair rights and obligations under any Stock Right granted while the
Plan is in effect, except with the written consent of the grantee.

            (c) The Board at any time, and from time to time, may amend the
Plan. However, except as provided in Section 14 relating to adjustments in
Common Stock, no amendment shall be effective unless approved by the
stockholders of the Company to the extent stockholder approval is necessary to
satisfy the requirements of Section 422 of the Code. Rights under any Stock
Rights granted before amendment of the Plan shall not be impaired by any
amendment of the Plan, except with the written consent of the grantee.

            (d) The Board at any time, and from time to time, may amend the
terms of any one or more Stock Rights; provided, however, that the rights under
the Stock Right shall not be impaired by any such amendment, except with the
written consent of the grantee.

                                       9

<PAGE>

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

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

         19. Governmental Regulations. The Company's obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance or sale of such shares.

         20. Withholding of Additional Income Taxes. In connection with the
granting, exercise or vesting of a Stock Right or the making of a Disqualifying
Disposition (as defined in Section 21) the Company, in accordance with Section
3402(a) of the Code may require the optionee to pay additional withholding taxes
in respect of the amount that is considered compensation includable in such
person's gross income.

         To the extent that the Company is required to withhold taxes for
federal income tax purposes as provided above, the Company shall have the
discretion to determine if any optionee may elect to satisfy such withholding
requirement by (i) paying the amount of the required withholding tax to the
Company; (ii) delivering to the Company shares of its Common Stock previously
owned by the optionee; or (iii) having the Company retain a portion of the
shares covered by the Option exercise. If permitted by the Company, the number
of shares to be delivered to or withheld by the Company times the fair market
value of such shares shall equal the cash required to be withheld. To the extent
that the participant is authorized to either deliver or have withheld shares of
the Company's Common Stock, the Board, or the Committee, may require him to make
such election only during a certain period of time as may be necessary to comply
with appropriate exemptive procedures regarding the "short-swing" profit
provisions of Section 16(b) of the Exchange Act or to meet certain Code
requirements.

         21. Notice to Company of Disqualifying Disposition. Each employee who
receives an ISO must agree to notify the Company in writing immediately after
the employee makes a Disqualifying Disposition of any Common Stock acquired
pursuant to the exercise of an ISO. A Disqualifying Disposition is any
disposition (including any sale) of such Common Stock before the later of (i)
two years after the date of employee was granted the ISO or (ii) one year after
the date the employee acquired Common Stock by exercising the ISO. If the
employee has died before such stock is sold, these holding period requirements
do not apply and no Disqualifying Disposition can occur thereafter.

         22. Continued Employment. The grant of a Stock Right pursuant to the
Plan shall not be construed to imply or to constitute evidence of any agreement,
express or implied, on the part of the Company or any Related Corporation to
retain the grantee in the employ of the Company or a Related Corporation, as a
member of the Company's Board or in any other capacity, whichever the case may
be.

         23. Governing Law; Construction. The validity and construction of the
Plan and the instruments evidencing Stock Rights shall be governed by the laws
of the State of Delaware. In construing this Plan, the singular shall include
the plural and the masculine gender shall include the feminine and neuter,
unless the context otherwise requires.


                                       10