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                           SECOND AMENDED AND RESTATED
               1998 STOCK OPTION PLAN OF MANUGISTICS GROUP, INC.,

        1.      PURPOSE.

                The purposes of the Second Amended and Restated 1998 Stock
Option Plan (the "Plan") of Manugistics Group, Inc. (the "Company") are to
advance the interests of the Company and its shareholders by strengthening the
ability of the Company to attract, retain and reward highly qualified officers
and other employees, to motivate officers and other selected employees to
achieve business objectives established to promote the long-term growth,
profitability and success of the Company, and to encourage ownership of the
Common Stock of the Company by participating officers and other selected
employees. The Plan authorizes incentive and non-qualified stock options. In
addition, the Plan is intended as an additional incentive to directors of the
Company who are not employees of the Company or an Affiliate to serve on the
Board of Directors and devote themselves to the future success of the Company by
providing them with an opportunity to acquire or increase their proprietary
interest in the Company through the receipt of options to acquire Common Stock.
The Plan is also intended as an additional incentive to selected consultants to
the Company to devote themselves to the success of the Company by providing them
with similar benefits.

        2.      DEFINITIONS.

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

                "Code" means the Internal Revenue Code of 1986, as amended and
in effect from time to time, or any successor statute thereto, together with the
published rulings, regulations and interpretations duly promulgated thereunder.

                "Committee" means the committee of the Board of Directors
established and constituted as provided in Section 5 of the Plan.

                "Common Stock" means the common stock, $.002 par value of the
Company, or any security issued by the Company in substitution or exchange
therefor or in lieu thereof.

                "Company" means Manugistics Group, Inc., a Delaware corporation,
or any successor corporation.

                "Employee" means any employee, including any officer of the
Company, who is on the active payroll of the Company or a Subsidiary at the
relevant time.

                "Exchange Act" means the Securities Exchange Act of 1934, as
amended and in effect time to time, including all rules and regulations
promulgated thereunder.

                "Fair Market Value" means in respect of any date on or as of
which a determination thereof is being or to be made, the average of the high
and low per share sale prices of the Common

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Stock reported on the NASDAQ System, or other established stock exchange on
which the Common Stock is then traded.

                "Incentive Stock Option" means any option to purchase shares of
Common Stock granted pursuant to the provisions of Section 6 of the Plan that is
intended to be and is specifically designated as an "incentive stock option"
within the meaning of Section 422 of the Code.

                "Non-Qualified Stock Option" means any option to purchase shares
of Common Stock granted pursuant to the provisions of Section 6 of the Plan that
is designated as a non-qualified option.

                "Participant" means any Employee, non-employee director of, or
consultant to, the Company or a Subsidiary who receives a Stock Option under the
Plan.

                "Plan" means this Second Amended and Restated 1998 Stock Option
Plan of the Company, as set forth herein and as hereafter amended from time to
time in accordance with the terms hereof.

                "Stock Option" means and includes any Non-Qualified Stock Option
and any Incentive Stock Option granted pursuant to Section 6 of the Plan.

                "Subsidiary" means the definition set forth in Section 424(f) of
the Code.

        3.      EFFECTIVE DATE; TERM.

                (a) EFFECTIVE DATE. The Plan shall be effective on July 24,
1998, upon approval by the shareholders of the Company at the 1998 annual
meeting of shareholders of the Company or any adjournments thereof.

                (b) TERM. The Plan shall remain in effect until July 23, 2008
unless sooner terminated by the Board of Directors. Termination of the Plan
shall not affect grants then outstanding.

        4.      SHARES OF COMMON STOCK SUBJECT TO PLAN.

                (a)     MAXIMUM NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER
THE PLAN. The maximum aggregate number of shares of Common Stock which may be
issued pursuant to the Plan, subject to adjustment as provided in Section 4(b)
of the Plan, shall be twenty million four hundred seventy-five thousand eight
hundred (20,475,800) (or such lesser number equal to the sum of all available
shares under all of the Company's existing Stock Option Plans on the date prior
to the adoption of this Plan by the shareholders, excluding the Company's
Employee Stock Purchase Plan), plus any shares of Common Stock issued under the
Plan that are forfeited back to the Company or are canceled pursuant to the
terms of any option grant agreement. The shares of Common Stock which may be
issued under the Plan may be authorized and unissued shares or

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issued shares which have been reacquired by the Company. No fractional shares of
the Common Stock shall be issued under the Plan.

                (b)     ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the
event of any change in the capital structure, capitalization or Common Stock of
the Company such as a stock dividend, stock split, recapitalization, merger,
consolidation, split-up, combination or exchange of shares or other form of
reorganization, or any other change affecting the Common Stock, such
proportionate adjustment, if any, as the Board of Directors in its discretion
may deem appropriate to reflect such change shall be made with respect to: (i)
the maximum number of shares of Common Stock which may be issued pursuant to the
Plan; (ii) the number of shares of Common Stock subject to any outstanding Stock
Option made to any Participant under the Plan; (iii) the per share exercise
price in respect of any outstanding Stock Options; (iv) the number of shares of
Common Stock which are the subject of grants then outstanding under the Plan;
and (v) any other term or condition of any grant affected by any such change,
subject to the provisions of Section 8(a) below.

        5.      ADMINISTRATION.

                (a) THE COMMITTEE. The Plan shall be administered by the
Committee to be appointed from time to time by the Board of Directors and
comprised of not less than two of the then members of the Board of Directors,
each of whom is a "Non-Employee Director" within the meaning of Rule 16(b)-3
under the Exchange Act (or has similar status under any successor provision) and
is an "outside director" within the meaning of Section 162(m) of the Code.
Members of the Committee shall serve at the pleasure of the Board of Directors.
The Board of Directors may from time to time remove members from, or add members
to the Committee. A majority of the members of the Committee shall constitute a
quorum for the transaction of business and the acts of a majority of the members
present at any meeting at which a quorum is present shall be the acts of the
Committee. Any one or more members of the Committee may participate in a meeting
by conference telephone or similar means where all persons participating in the
meeting can hear and speak to each other, which participation shall constitute
presence in person at such meeting. Action approved in writing by a majority of
the members of the Committee then serving shall be fully as effective as if the
action had been taken by unanimous vote at a meeting duly called and held. The
Company shall issue Stock Options under the Plan in accordance with the terms
and conditions specified by the Committee, which terms and conditions shall be
set forth in grant agreements and/or other instruments in such forms as the
Committee shall approve.

                (b) COMMITTEE POWERS. The Committee shall have full power and
authority to operate and administer the Plan in accordance with its terms. The
powers of the Committee include, but are not limited to, the power to: (i)
select Participants from among the Employees and non-employee Directors of the
Company and Subsidiaries; (ii) establish the types of, and the terms and
conditions of, all grants of Stock Options made under the Plan, subject to any
applicable limitations set forth in, and consistent with the express terms of
the Plan; (iii) make grants of Stock Options subject to and consistent with the
express provisions of the Plan; (iv) prescribe the form or forms of grant
agreements and other instruments evidencing grants under the Plan; (v) construe
and interpret the Plan and make any determination of fact incident to the
operation of the Plan; (vi)
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promulgate, amend and rescind rules and regulations relating to the
implementation, operation and administration of the Plan; (vii) adopt such
modifications, procedures and subplans as may be necessary or appropriate to
comply with the laws of other countries with respect to Participants or
prospective Participants employed in such other countries; (viii) modify the
terms of outstanding Stock Options, except that, (A) without the consent of the
optionee, no such modification may impair the rights granted under any such
Stock Option, and (B) without stockholder approval, the Committee may not take
any action to decrease the exercise price of outstanding Stock Options, unless
the total number of shares of Common Stock subject to Stock Options as to which
such decrease in the exercise price is effective is equal to or less than 10% of
the maximum number of shares of Common Stock which may be issued pursuant to the
Plan under Section (4), as amended from time to time; (ix) delegate to other
persons the responsibility for performing administrative or ministerial acts in
furtherance of the Plan; (x) engage the services of persons and firms, including
banks and consultants, in furtherance of the Plan's activities; and (xi)
delegate to the Company's Chief Executive Officer its authority to make option
grants to employees, other than persons deemed subject to the reporting
requirements of Section 16 of the Securities Exchange Act of 1934, as amended,
upon such terms as are authorized by the Committee, and (xii) make all other
determinations and take all other actions as the Committee may deem necessary or
advisable for the administration and operation of the Plan.

                (c)     COMMITTEE'S DECISIONS FINAL. Any determination, decision
or action of the Committee in connection with the construction, interpretation,
administration or application of the Plan, and of any grant agreement, shall be
final, conclusive and binding upon all Participants, and all persons claiming
through Participants, affected thereby.

                (d)     INDEMNIFICATION OF COMMITTEE MEMBERS. In addition to
such other rights of indemnification as they may have as members of the Board or
the Committee, the members of the Committee shall be indemnified by the Company
against all costs and expenses reasonably incurred by them in connection with
any action, suit or proceeding to which they or any of them may be party by
reason of any action taken or failure to act under or in connection with the
Plan or any Stock Option granted under the Plan, and against all amounts paid by
them in settlement thereof (provided such settlement is approved by independent
legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding; provided, however, that any
such Committee member shall be entitled to the indemnification rights set forth
in this Section 5(d) only if such member has acted in good faith and in a manner
that such member reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe that such conduct was unlawful, and further
provided that upon the institution of any such action, suit or proceeding a
Committee member shall give the Company written notice thereof and an
opportunity to handle and defend the same before such Committee member
undertakes to handle and defend it on his own behalf.

        6.      STOCK OPTIONS.

                (a) IN GENERAL. Options to purchase shares of Common Stock may
be granted
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under the Plan and may be Incentive Stock Options or Non-Qualified Stock
Options. All Stock Options shall be subject to the terms and conditions of this
Section 6 and shall contain such additional terms and conditions, not
inconsistent with the express provisions of the Plan, as the Committee shall
determine. Any option intended to qualify as an Incentive Stock Option shall
contain all of the terms required by the Code in order to receive favorable tax
treatment under the Code.

                (b)     Employee ELIGIBILITY AND LIMITATIONS. Any officer of the
Company and any other Employee of the Company or a Subsidiary may be granted
Stock Options. The Committee shall determine, in its discretion, the Employees
to whom Stock Options will be granted, the timing of such grants, and the number
of shares of Common Stock subject to each Stock Option granted; provided, that
(i) the maximum number of shares of Common Stock in respect of which Stock
Options may be granted to any Employee during any calendar year shall be
1,000,000 and (ii) in respect of Incentive Stock Options, the aggregate Fair
Market Value (determined as of the date the Incentive Stock Option is granted)
of the shares of Common Stock with respect to which an Incentive Stock Option
becomes exercisable for the first time by a Participant during any calendar year
shall not exceed $100,000, or such other limit as may be required by the Code,
except that, any portion of any Incentive Stock Option that cannot be exercised
as such because of this limitation shall automatically be converted into and
exercised as a Non-Qualified Stock Option. The Committee as part of any
corporate transaction described in Section 424(a) of the Code shall have the
right (in any manner which the Committee in its discretion deems consistent with
Section 424(a) of the Code) to effect the assumption of, or the substitution
for, option grants previously made by any other corporation to the extent that
such corporate transaction calls for or permits such substitution or assumption
of such stock option grants.

                (c)     OPTION EXERCISE PRICE. The per share exercise price of
each Stock Option granted under the Plan shall be determined by the Committee
prior to or at the time of grant, but in no event shall the per share exercise
price of any Stock Option be less than 100% of the Fair Market Value of the
Common Stock on the date of the grant of such Stock Option, unless otherwise
required by law.

                (d)     OPTION TERM. The term of each Stock Option shall be
fixed by the Committee; except that in no event shall the term of any Incentive
Stock Option exceed ten years after the date such Incentive Stock Option is
granted.

                (e)     EXERCISABILITY. A Stock Option shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Committee at the date of grant. No Stock Option may be
exercised unless the holder thereof is at the time of such exercise an Employee
and has been continuously an Employee since the date such Stock Option was
granted, except that the Committee may permit the exercise of any Stock Option
for any period following the Participant's termination of employment not in
excess of the original term of the Stock Option on such terms and conditions as
it shall deem appropriate. In the case of any option subject to any vesting
requirements, the Committee may provide for the acceleration of the time at
which such

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option may be exercised. Notwithstanding anything to the contrary in this Plan
or in any Stock Option, if an Employee is terminated involuntarily without cause
within one year after a consolidation or merger in which the Company is not the
surviving corporation, all unexpired Stock Options held by such Employee shall
be exercisable for a period of ninety (90) days after such termination, but in
no event after the original expiration date set forth in the applicable Stock
Option.

                (f)     METHOD OF EXERCISE. A Stock Option may be exercised, in
whole or in part as to a minimum of 50 shares or, if fewer, the total number of
shares subject to the Stock Option, by giving written notice of exercise to the
Company specifying the number of shares of Common Stock to be purchased. Such
notice shall be accompanied by payment in full of the purchase price, plus any
required withholding taxes, in cash or, if permitted by the terms of the related
grant agreement or otherwise approved in advance by the Committee, in shares of
Common Stock already owned by the Participant valued at the Fair Market Value of
the Common Stock on the date of exercise. The Committee may also permit
Participants, either on a selective or aggregate basis, to simultaneously
exercise Stock Options and sell the shares of Common Stock thereby acquired
pursuant to a brokerage or similar arrangement approved in advance by the
Committee and to use the proceeds from such sale to pay the exercise price and
withholding taxes.


                (g)     STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS.

                        (i) On the date of an Annual Meeting of the
                Shareholders, each director who is not an employee of the
                Company shall receive a Non-Qualified Stock Option to purchase
                shares of the Common Stock at a price per share as determined in
                Section 6(c) above in the following amounts: 16,000 shares after
                the first Annual Meeting at which a director is initially
                elected to the Board and 16,000 shares at each Annual Meeting
                thereafter, so long as the director remains a member of the
                Board. Any director who is elected to the Board at any time
                other than an Annual Meeting will receive a percentage of the
                annual grant on the date of his or her election based on the
                number of fiscal quarters ending from the date of the
                appointment or election until the next Annual Meeting of
                Shareholders. Each Non-Qualified Stock Option received by a
                director pursuant to this Section 6(g)(i) shall vest quarterly
                over a four year period and therefore become exercisable in 16
                equal installments each calendar quarter from the date the
                Non-Qualified Stock Option is granted. Any director leaving the
                Board prior to the quarterly vesting date of a Non-Qualified
                Stock Option grant shall forfeit the unvested portion of any
                such Non-Qualified Stock Option grant, unless the exception
                contained in Section 6(g)(v) applies.

                        (ii) On January 13, 2000, each director who is not an
                employee of the Company and who is presently serving as a
                director on such date shall receive an additional Non-Qualified
                Stock Option to purchase 8,000 shares of the Common Stock at a
                price per share as determined in Section 6(c) above. Each
                additional Non-Qualified Stock Option received by a director
                pursuant to this Section

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                6(g)(ii) shall vest quarterly over a four year period and
                therefore become exercisable in 16 equal installments each
                calendar quarter from the date the additional Non-Qualified
                Stock Option is granted. Any director leaving the Board prior to
                the quarterly vesting date of an additional Non-Qualified Stock
                Option grant shall forfeit the unvested portion of any such
                additional Non-Qualified Stock Option grant, unless the
                exception contained in Section 6(g)(v) applies.

                        (iii) In addition to the Non-Qualified Stock Option
                pursuant to Section 6(g)(i) above, any director who is newly
                elected or appointed to the Board will receive an additional
                Non-Qualified Stock Option, at the sole discretion of the Board,
                to purchase up to 16,000 shares of the Common Stock at a price
                per share as determined in Section 6(c) above. Each
                Non-Qualified Stock Option received by a director pursuant to
                this Section 6(g)(iii) shall vest and become exercisable with
                respect to 25% of the shares subject to the additional
                Non-Qualified Stock Option one calendar year from the date the
                additional Non-Qualified Stock Option is granted. The remaining
                75% of the shares subject to the additional Non-Qualified Stock
                Option shall vest and become exercisable in equal installments
                quarterly over the following 12 calendar quarters. Any director
                leaving the Board prior to the annual or quarterly vesting date
                of an additional Non-Qualified Stock Option grant shall forfeit
                the unvested portion of any such additional Non-Qualified Stock
                Option grant, unless the exception contained in Section 6(g)(v)
                applies.

                        (iv) If the director's term in office is terminated by
                the death of the director, the executor or administrator of the
                director's estate shall have the right to exercise with respect
                to all or any part of the number of shares which were vested on
                the date of death, within one year of the date of the death of
                the director.

                        (v)     Any director asked to resign from the Board,
                                except for Cause (defined below), or not
                                nominated for election to an additional term on
                                the Board, except for Cause (defined below),
                                shall retain the unvested portion of his or her
                                Non-Qualified Stock Option grants, subject to
                                their original vesting schedule. Cause shall be
                                defined as a good faith determination by the
                                Board that the director, in or related to the
                                performance of his or her duties, has not acted
                                in good faith and in a manner to be in or not
                                opposed to the best interests of the Company.

                        (vi)    Discretionary grants may also be made to
                                Non-Employee Directors in accordance with the
                                terms of this Plan.

                        Notwithstanding anything contained herein to the
                contrary, no Non-Qualified Stock Option shall be exercisable
                following ten (10) years from the date the Non-Qualified Stock
                Option is granted.

                (h)     STOCK OPTIONS TO CONSULTANTS. The Committee may grant
                        Non-Qualified Stock Options to consultants to the
                        Company on such terms and conditions





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                        as are determined by the Committee, generally similar to
                        those set forth above in Sections 6(a) through 6(f),
                        except that any restrictions required to be set forth
                        only in Stock Options to Employees need not be set forth
                        in Stock Options to consultants.


         7.       NON-TRANSFERABILITY OF GRANTS.

                  Except as hereinafter set forth, no grant under the Plan, and
no right or interest therein, shall be (a) assignable, alienable or transferable
by a Participant, except by will or the laws of descent and distribution, or (b)
subject to any obligation, or the lien or claims of any creditor, of any
Participant, or (c) subject to any lien, encumbrance or claim of any party made
in respect of or through any Participant, however arising. During the lifetime
of a Participant, Stock Options are exercisable only by, and shares of Common
Stock issued upon the exercise of Stock Options will be issued only to the
Participant or his or her legal representative. The Committee may, in its sole
discretion, authorize written designations of beneficiaries and authorize
Participants to designate beneficiaries with the authority to exercise Stock
Options granted to a Participant in the event of his or her death or disability.
Notwithstanding the foregoing, a Participant may transfer all or a portion of
any Non-Qualified Stock Option granted to such Participant to such Participant's
parents, spouse or other life partner, children or grandchildren, siblings, or
children of siblings, or a trust for the exclusive benefit of the Participant
and/or one or more such persons, which transfer must be made as a gift and
without any consideration; or pursuant to a qualified domestic relations order.
All other transfers and any retransfer by any permitted transferee are
prohibited and any such purported transfer shall be null and void. Each Stock
Option which becomes the subject of a permitted transfer (and the Participant to
whom it was granted by the Company) shall continue to be subject to the same
terms and conditions as were in effect immediately prior to such permitted
transfer. The Participant shall remain responsible to the Company for the
payment of all withholding taxes incurred as a result of any exercise of such
Stock Option. In no event shall any permitted transfer of a Stock Option create
any right in any party in respect of any Stock Option, other than the rights of
the qualified transferee in respect of such Stock Option specified in the
related grant agreement.

        8.      CHANGE IN CONTROL.

                Subject to any required action by the shareholders of the
Company, if the Company shall be the surviving corporation in any merger or
consolidation, each outstanding Stock Option shall pertain to and apply to the
securities to which a holder of the number of shares of Common Stock subject to
the Stock Option would have been entitled. A dissolution or liquidation of the
Company or a merger or consolidation in which the Company is not the surviving
corporation, shall cause each outstanding Stock Option to terminate, provided
that each optionee shall, in such event, have the right immediately prior to
such dissolution or liquidation, or merger or consolidation in which the
Corporation is not the surviving corporation, to exercise his or her Stock
Option in whole or in part without regard to any vesting requirements or
installment provisions set forth in his or her Stock Option grant agreement.


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                Notwithstanding the above provisions, a Stock Option will not
terminate if assumed by the surviving or acquiring corporation, or its parent,
upon a merger or consolidation under circumstances which are not deemed a
modification of the Stock Option within the meaning of Sections 424 and
424(3)(A) of the Internal Revenue Code.

        9.      AMENDMENT OF PLAN.

                The Board of Directors shall have the sole right and power to
amend or terminate the Plan at any time and from time to time; provided,
however, that the Board of Directors may not amend the Plan, without approval of
the shareholders of the Company, in a manner which would:

                (a)     cause Stock Options which are intended to be Incentive
Stock Options to fail to qualify;

                (b)     cause the Plan or any transaction thereunder to fail to
meet the requirements of Rule 16(b)-3; or

                (c)     violate applicable law.

        10.     GENERAL PROVISIONS.

                (a)     All certificates for shares of Stock delivered under the
Plan shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange or
association upon which the Stock is then listed or traded, any applicable
Federal or state securities law, and any applicable corporate law.

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

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

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

                (e)     Any Stock Option granted under the Plan shall not be
deemed compensation for purposes of computing benefits under any retirement plan
of the Company or any Subsidiary

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and shall not affect any benefits under any other benefit plan now or
subsequently in effect under which the availability or amount of benefits is
related to the level of compensation (unless required by specific reference in
any such other plan to grants under this Plan).

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

                (g)     The obligations of the Company with respect to all Stock
Options under the Plan shall be subject to (A) all applicable laws, rules and
regulations, and such approvals by any governmental agencies as may be required,
and (B) the rules and regulations of any securities exchange or association on
which the Common Stock may be listed or traded.

                (h)     If any of the terms or provisions of the Plan conflict
with the requirements of Rule 16(b)-3 as in effect from time to time, or with
the requirements of any other applicable law, rule or regulation, and with
respect to Incentive Stock Options, Section 422 of the Code, then such terms or
provisions shall be deemed inoperative to the extent they so conflict with the
requirements of said Rule 16(b)-3, and with respect to Incentive Stock Options,
Section 422 of the Code. With respect to Incentive Stock Options, if this Plan
does not contain any provision required to be included herein under Section 422
of the Code, such provision shall be deemed to be incorporated herein with the
same force and effect as if such provision had been set out at length herein.

                (i)     A Participant or a permitted transferee of an option
shall have no rights as a stockholder with respect to any shares covered by the
Participant's Stock Option until the date of the issuance of a stock certificate
to the Participant for such shares following the exercise of such Stock Option.
No adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
provided in Section 4(b) hereof.

                (j)     No provision of this Plan or any Stock Option shall be
construed to prevent the Company from taking any corporate action deemed by the
Company to be appropriate or in its best interest, whether or not such action
could have an adverse effect on the Plan or any Stock Options granted hereunder,
and no Stock Option holder or Stock Option holder's estate, personal
representative or beneficiary shall have any claim against the Company as a
result of taking such action. The adoption of the Plan shall not affect any
other stock option or incentive or other compensation plans in effect for the
Company, nor shall the Plan preclude the Company from establishing any other
forms of incentive or other compensation for employees or directors of, or
consultants to, the Company.