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                                                                    Exhibit 10.7












                          CROSS COUNTRY STAFFING, INC.

                              AMENDED AND RESTATED

                             1999 STOCK OPTION PLAN














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                                TABLE OF CONTENTS

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<Caption>
                                                                            PAGE
                                                                            ----
<S>                                                                          <C>
ARTICLE I      PURPOSE.........................................................1

ARTICLE II     DEFINITIONS.....................................................1

ARTICLE III    ADMINISTRATION..................................................5

ARTICLE IV     SHARE AND OTHER LIMITATIONS.....................................8

ARTICLE V      ELIGIBILITY.....................................................9

ARTICLE VI     STOCK OPTIONS..................................................10

ARTICLE VII    NON-TRANSFERABILITY AND TERMINATION OF
               EMPLOYMENT/CONSULTANCY.........................................12

ARTICLE VIII   CHANGE IN CONTROL PROVISIONS...................................13

ARTICLE IX     TERMINATION OR AMENDMENT OF PLAN...............................15

ARTICLE X      COMPANY CALL RIGHTS............................................16

ARTICLE XI     UNFUNDED PLAN..................................................17

ARTICLE XII    GENERAL PROVISIONS.............................................17

ARTICLE XIII   EFFECTIVE DATE OF PLAN.........................................20

ARTICLE XIV    TERM OF PLAN...................................................20
</Table>






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                          CROSS COUNTRY STAFFING, INC.

                         ------------------------------

                             AMENDED AND RESTATED

                            1999 STOCK OPTION PLAN

                         ------------------------------



                                    ARTICLE I

                                     PURPOSE

         The purpose of this Cross Country Staffing, Inc. Amended and
Restated 1999 Stock Option Plan is to enhance the profitability and value of
the Company for the benefit of its stockholders by enabling the Company to
offer employees of and Consultants to the Company and its Affiliates
stock-based incentives in the Company, thereby creating a means to raise the
level of stock ownership by employees and Consultants in order to attract,
retain and reward such individuals and strengthen the mutuality of interests
between such individuals and the Company's stockholders.

                                   ARTICLE II

                                   DEFINITIONS

         For purposes of this Plan, the following terms shall have the following
meanings:

                  2.1 "Affiliate" means each of the following: (i) any
         Subsidiary; (ii) any Parent; (iii) any corporation, trade or business
         (including, without limitation, a partnership or limited liability
         company) which is directly or indirectly controlled 50% or more
         (whether by ownership of stock, assets or an equivalent ownership
         interest or voting interest) by the Company or one of its Affiliates;
         and (iv) any other entity in which the Company or any of its Affiliates
         has a material equity interest and which is designated as an
         "Affiliate" by resolution of the Committee.

                  2.2 "Award" means any award under this Plan of a Stock Option.

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

                  2.4 "Cause" means, with respect to a Participant's
         Termination: (i) in the case where there is no employment agreement,
         consulting agreement, change in control agreement or similar agreement
         in effect between the Company or an Affiliate and the Participant at
         the time of the grant of the Award (or where there is such an agreement
         but



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         it does not define "cause" (or words of like import)), termination due
         to a Participant's insubordination, dishonesty, fraud, incompetence,
         moral turpitude, misconduct, refusal to perform his or her duties or
         responsibilities for any reason other than illness or incapacity or
         materially unsatisfactory performance of his or her duties for the
         Company or an Affiliate as determined by the Committee in its sole
         discretion; or (ii) in the case where there is an employment agreement,
         consulting agreement, change in control agreement or similar agreement
         in effect between the Company or an Affiliate and the Participant at
         the time of the grant of the Award that defines "cause" (or words of
         like import), "cause" as defined under such agreement; provided,
         however, that with regard to any agreement that conditions "cause" on
         occurrence of a change in control, such definition of "cause" shall not
         apply until a change in control actually takes place and then only with
         regard to a termination thereafter. Notwithstanding the foregoing, a
         Participant shall be deemed to be terminated for "cause" if the
         Participant: (i) breaches the terms of any agreement between the
         Company and the Participant including, without limitation, an
         employment agreement or non-competition agreement or (ii) discloses to
         anyone outside the Company or its Affiliates, or uses in other than the
         Company's or its Affiliate's business, without written authorization
         from the Company, any confidential information or proprietary
         information, relating to the business of the Company or its Affiliates,
         acquired by the Participant prior to the Participant's Termination.

                  2.5 "CEP" means Charterhouse Equity Partners III, L.P., and
         its successors.

                  2.6 "Change in Control" has the meaning set forth in Article
         VIII.

                  2.7 "Code" means the Internal Revenue Code of 1986, as
         amended. Any reference to any section of the Code shall also be a
         reference to any successor provision.

                  2.8 "Committee" means a committee or subcommittee of the Board
         appointed from time to time by the Board, which committee or
         subcommittee shall consist of 2 or more non-employee directors;
         provided, however, that if and to the extent that no Committee exists
         which has the authority to administer this Plan, the functions of the
         Committee shall be exercised by the Board and all references herein to
         the Committee shall be deemed to be references to the Board.

                  2.9 "Common Stock" means the Class A common stock, $.01 par
         value per share, of the Company.

                  2.10 "Company" means Cross Country Staffing, Inc., a Delaware
         corporation, and its successors.

                  2.11 "Consultant" means any advisor or consultant to the
         Company or its Affiliates.

                                       -2-

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                  2.12 "Disability" means a disability which would qualify as
         such under the Company's long-term disability plan. A Disability shall
         only be deemed to occur at the time of the determination by the
         Committee of the Disability.

                  2.13 "Effective Date" means the effective date of this Plan as
         defined in Article XIII.

                  2.14 "Eligible Employee" means each employee of the Company or
         an Affiliate.

                  2.15 "Exchange Act" means the Securities Exchange Act of 1934,
         as amended. Any references to any section of the Exchange Act shall
         also be a reference to any successor provision.

                  2.16 "Fair Market Value" means, for purposes of this Plan,
         unless otherwise required by any applicable provision of the Code or
         any regulations issued thereunder, as of any date, the price for Common
         Stock, as determined in good faith by the Committee and, prior to the
         initial public offering of the Common Stock of the Company, as agreed
         to by CEP and MSDWCP.

                  2.17 "Incentive Stock Option" means any Stock Option awarded
         to an Eligible Employee under this Plan intended to be and designated
         as an "Incentive Stock Option" within the meaning of Section 422 of the
         Code.

                  2.18 "MSDWCP" means a representative of Morgan Stanley Dean
         Witter Capital Partners IV, L.P. and its affiliated funds, and their
         respective successors.

                  2.19 "Non-Qualified Stock Option" means any Stock Option
         awarded under this Plan that is not an Incentive Stock Option.

                  2.20 "Parent" means any parent corporation of the Company
         within the meaning of Section 424(e) of the Code.

                  2.21 "Participant" means any Eligible Employee or Consultant
         to whom a Stock Option has been awarded under this Plan.

                  2.22 "Plan" means this Cross Country Staffing, Inc. Amended
         and Restated 1999 Stock Option Plan, as amended from time to time.

                  2.23 "Retirement" means a Termination without Cause by a
         Participant at or after age 65 or such earlier date after age 50 as may
         be approved by the Committee with regard to such Participant.


                                       -3-

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                  2.24 "Securities Act" means the Securities Act of 1933, as
         amended. Any reference to any section of the Securities Act shall also
         be a reference to any successor provision.

                  2.25 "Stock Option" or "Option" means any option to purchase
         shares of Common Stock granted to Eligible Employees or Consultants
         under Article VI.

                  2.26 "Subsidiary" means any subsidiary corporation of the
         Company within the meaning of Section 424(f) of the Code.

                  2.27 "Substitute Options" means Stock Options issued in
         assumption of or substitution for stock options issued by a company
         acquired by the Company or with which the Company combines.

                  2.28 "Ten Percent Stockholder" means a person owning stock
         possessing more than 10% of the total combined voting power of all
         classes of stock of the Company, its Subsidiaries or its Parent.

                  2.29 "Termination" means a Termination of Consultancy or
         Termination of Employment, as the case may be.

                  2.30 "Termination of Consultancy" means (i) that the
         Consultant is no longer acting as a consultant to the Company or an
         Affiliate; or (ii) when an entity which is retaining a Participant as a
         Consultant ceases to be an Affiliate, unless the Participant otherwise
         is, or thereupon becomes, a Consultant to the Company or another
         Affiliate. In the event that a Consultant becomes an Eligible Employee
         upon the termination of his consultancy, the Committee, in its sole and
         absolute discretion, may determine that no Termination of Consultancy
         shall be deemed to occur until such time as such Consultant is no
         longer a Consultant or an Eligible Employee. The Committee may
         otherwise define Termination of Consultancy in the Award agreement or,
         if no rights of a Participant are reduced, may otherwise define
         Termination of Consultancy thereafter.

                  2.31 "Termination of Employment" means: (i) a termination of
         employment (for reasons other than a military or personal leave of
         absence granted by the Company) of a Participant from the Company and
         its Affiliates; or (ii) when an entity which is employing a Participant
         ceases to be an Affiliate, unless the Participant otherwise is, or
         thereupon becomes, employed by the Company or another Affiliate. In the
         event that an Eligible Employee becomes a Consultant upon the
         termination of his employment, the Committee, in its sole and absolute
         discretion, may determine that no Termination of Employment shall be
         deemed to occur until such time as such Eligible Employee is no longer
         an Eligible Employee or a Consultant. The Committee may otherwise
         define Termination of Employment in the Award agreement or, if no
         rights of a Participant are reduced, may otherwise define Termination
         of Employment thereafter.


                                       -4-

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                  2.32 "Transfer" means anticipate, alienate, attach, sell,
         assign, pledge, encumber, charge, hypothecate or otherwise transfer and
         "Transferred" has a correlative meaning.

                                   ARTICLE III

                                 ADMINISTRATION

                  3.1 THE COMMITTEE. The Plan shall be administered and
         interpreted by the Committee.

                  3.2 GRANTS OF AWARDS. The Committee shall have full authority
         to grant Stock Options to Eligible Employees and Consultants pursuant
         to the terms of this Plan. All Stock Options shall be granted by,
         confirmed by, and subject to the terms of, a written agreement executed
         by the Company and the Participant. In particular, the Committee shall
         have the authority:

                      (a) to select from among those persons recommended by the
                  President of the Company the Eligible Employees and
                  Consultants to whom Stock Options may from time to time be
                  granted hereunder;

                      (b) to determine whether and to what extent Stock Options
                  are to be granted hereunder to one or more Eligible Employees
                  or Consultants after receipt of a recommendation by the
                  President of the Company;

                      (c) to determine, in accordance with the terms of this
                  Plan, the number of shares of Common Stock to be covered by
                  each Stock Option granted hereunder;

                      (d) to determine the terms and conditions, not
                  inconsistent with the terms of this Plan, of any Stock Option
                  granted hereunder (including, but not limited to, the exercise
                  or purchase price (if any), any restriction or limitation, any
                  vesting schedule or acceleration thereof and any forfeiture
                  restrictions or waiver thereof, regarding any Stock Option and
                  the shares of Common Stock relating thereto, based on such
                  factors, if any, as the Committee shall determine, in its sole
                  discretion);

                      (e) to determine whether and under what circumstances a
                  Stock Option may be settled in cash, Common Stock and/or
                  restricted stock under Section 6.3(d);

                      (f) to determine whether, to what extent and under what
                  circumstances to provide loans to Eligible Employees and
                  Consultants in order to exercise Stock Options under this
                  Plan;

                                       -5-

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                      (g) to determine whether a Stock Option is an Incentive
                  Stock Option or Non-Qualified Stock Option;

                      (h) to determine whether to require an Eligible Employee
                  or Consultant, as a condition of the granting of any Stock
                  Option, not to sell or otherwise dispose of shares of Common
                  Stock acquired pursuant to the exercise of an Option for a
                  period of time as determined by the Committee, in its sole
                  discretion, following the date of the acquisition of such
                  Option or Award; and

                      (i) to modify, extend or renew an Award, subject to
                  Article IX herein, provided, however, that if an Award is
                  modified, extended or renewed and thereby deemed to be the
                  issuance of a new Award under the Code or the applicable
                  accounting rules, the exercise price of a Stock Option may
                  continue to be the original exercise price even if less than
                  the Fair Market Value of the Common Stock at the time of such
                  modification, extension or renewal.

                  3.3 GUIDELINES. Subject to Article IX hereof, the Committee
         shall have the authority to adopt, alter and repeal such administrative
         rules, guidelines and practices governing this Plan and perform all
         acts, including the delegation of its administrative responsibilities,
         as it shall, from time to time, deem advisable; to construe and
         interpret the terms and provisions of this Plan and any Stock Option
         issued under this Plan (and any agreements relating thereto); and to
         otherwise supervise the administration of this Plan. The Committee may
         correct any defect, supply any omission or reconcile any inconsistency
         in this Plan or in any agreement relating thereto in the manner and to
         the extent it shall deem necessary to effectuate the purpose and intent
         of this Plan. The Committee may adopt special guidelines and provisions
         for persons who are residing in or employed in, or subject to, the
         taxes of, foreign jurisdictions to comply with applicable tax and
         securities laws and may impose any limitations and restrictions that it
         deems necessary to comply with the applicable tax and securities laws
         of such foreign jurisdictions.

                  3.4 DECISIONS FINAL. Any decision, interpretation or other
         action made or taken in good faith by or at the direction of the
         Company, the Board or the Committee (or any of its members) arising out
         of or in connection with this Plan shall be within the absolute
         discretion of all and each of them, as the case may be, and shall be
         final, binding and conclusive on the Company and all employees and
         Participants and their respective heirs, executors, administrators,
         successors and assigns.

                  3.5 PROCEDURES. If the Committee is appointed, the Board shall
         designate one of the members of the Committee as chairman and the
         Committee shall hold meetings, subject to the By-Laws of the Company,
         at such times and places as it shall deem advisable, including, without
         limitation, by telephone conference or by written consent to the extent
         permitted by applicable law. A majority of the Committee members shall
         constitute a quorum. All determinations of the Committee shall be made
         by a majority of its members. Any decision or determination reduced to
         writing and signed by all the

                                       -6-

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         Committee members in accordance with the By-Laws of the Company, shall
         be fully as effective as if it had been made by a vote at a meeting
         duly called and held. The Committee shall keep minutes of its meetings
         and shall make such rules and regulations for the conduct of its
         business as it shall deem advisable.

                  3.6 DESIGNATION OF CONSULTANTS/LIABILITY.

                      (a) The Committee may designate employees of the Company
                  and professional advisors to assist the Committee in the
                  administration of this Plan and may grant authority to
                  officers to execute agreements or other documents on behalf of
                  the Committee.

                      (b) The Committee may employ such legal counsel,
                  consultants and agents as it may deem desirable for the
                  administration of this Plan and may rely upon any opinion
                  received from any such counsel or consultant and any
                  computation received from any such consultant or agent.
                  Expenses incurred by the Committee or Board in the engagement
                  of any such counsel, consultant or agent shall be paid by the
                  Company. The Committee, its members and any person designated
                  pursuant to paragraph (a) above shall not be liable for any
                  action or determination made in good faith with respect to
                  this Plan. To the maximum extent permitted by applicable law,
                  no officer of the Company or member or former member of the
                  Committee or of the Board shall be liable for any action or
                  determination made in good faith with respect to this Plan or
                  any Stock Option granted under it. To the maximum extent
                  permitted by applicable law or the Certificate of
                  Incorporation or By-Laws of the Company and to the extent not
                  covered by insurance directly insuring such person, each
                  officer and member or former member of the Committee or the
                  Board shall be indemnified and held harmless by the Company
                  against any cost or expense (including reasonable fees of
                  counsel reasonably acceptable to the Company) or liability
                  (including any sum paid in settlement of a claim with the
                  approval of the Company), and advanced amounts necessary to
                  pay the foregoing at the earliest time and to the fullest
                  extent permitted, arising out of any act or omission to act in
                  connection with the administration of this Plan, except to the
                  extent arising out of such officer's, member's or former
                  member's own fraud or bad faith. Such indemnification shall be
                  in addition to any rights of indemnification the employees,
                  officers, directors or members or former officers, directors
                  or members may have under applicable law or under the
                  Certificate of Incorporation or By-Laws of the Company or any
                  Affiliate. Notwithstanding anything else herein, this
                  indemnification will not apply to the actions or
                  determinations made by an individual with regard to Stock
                  Option granted to him or her under this Plan.

                                       -7-

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                                   ARTICLE IV

                           SHARE AND OTHER LIMITATIONS

                  4.1 SHARES.

                      The aggregate number of shares of Common Stock which may
                  be issued or used for reference purposes under this Plan or
                  with respect to which Stock Options may be granted shall not
                  exceed 2,145,515* shares of Common Stock (subject to any
                  increase or decrease pursuant to Section 4.2) which may be
                  either authorized and unissued Common Stock or Common Stock
                  held in or acquired for the treasury of the Company or both.
                  If any Stock Option granted under this Plan other than a
                  Substitute Option expires, terminates or is forfeited for any
                  reason other than by reason of its exercise, the number of
                  shares of Common Stock underlying such unexercised or
                  forfeited Stock Option shall again be available for the
                  purposes of Awards under this Plan.

                      In the event Substitute Options are granted pursuant to
                  Section 5.4, the Committee may increase the aggregate number
                  of shares of Common Stock available under the Plan for
                  Non-Qualified Stock Options by the number of shares of Common
                  Stock subject to such Substitute Options. The maximum number
                  of shares of Common Stock which may be issued under this Plan
                  with respect to Incentive Stock Options shall not be increased
                  (subject to any increase or decrease pursuant to Section 4.2).

                  4.2 CHANGES.

                      (a) The existence of this Plan and the Stock Options
                  granted hereunder shall not affect in any way the right or
                  power of the Board or the stockholders of the Company to make
                  or authorize (i) any adjustment, recapitalization,
                  reorganization or other change in the Company's capital
                  structure or its business, (ii) any merger or consolidation of
                  the Company or any Affiliate, (iii) any issuance of bonds,
                  debentures, preferred or prior preference stock ahead of or
                  affecting the Common Stock, (iv) the dissolution or
                  liquidation of the Company or any Affiliate, (v) any sale or
                  transfer of all or part of the assets or business of the
                  Company or any Affiliate, or (vi) any other corporate act or
                  proceeding.

                      (b) In the event of any change in the capital structure or
                  business of the Company by reason of any stock split, reverse
                  stock split, stock dividend, combination or reclassification
                  of shares, recapitalization, or other change in the capital
                  structure of the Company, merger, consolidation, spin-off,
                  reorganization, partial or complete liquidation, issuance of
                  rights or warrants to purchase any Common Stock or securities
                  convertible into Common Stock, or any other corporate
                  transaction or event having an effect similar to any of the
                  foregoing, then

                 -----------------
                 *  Note, this number reflects the stock split that occurred on
                    August 23, 2001.

                                       -8-

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                  the Committee may take such action, if any, with respect to
                  the Plan and outstanding Stock Options, as it may deem
                  equitable to prevent substantial dilution or enlargement of
                  the rights granted to, or available for, Participants under
                  this Plan, including, without limitation, adjustment of the
                  aggregate number and kind of shares which thereafter may be
                  issued under this Plan, the number and kind of shares or other
                  property (including cash) to be issued upon exercise of an
                  outstanding Stock Option granted under this Plan and the
                  purchase price thereof. Any such action or adjustment
                  determined by the Committee in good faith shall be final,
                  binding and conclusive on the Company and all Participants and
                  employees and their respective heirs, executors,
                  administrators, successors and assigns. Except as provided in
                  this Section 4.2, a Participant shall have no rights by reason
                  of any issuance by the Company of any class or securities
                  convertible into stock of any class of the Company, any
                  subdivision or consolidation of shares of stock of any class
                  of the Company, the payment of any stock dividend, any other
                  increase or decrease in the number of shares of stock of any
                  class of the Company, any sale or transfer of all or part of
                  the Company's assets or business or any other change affecting
                  the Company's capital structure or business.

                      (c) Fractional shares of Common Stock resulting from any
                  adjustment in Options pursuant to Section 4.2(a) or (b) shall
                  be aggregated until, and eliminated at, the time of exercise
                  by rounding-down for fractions less than one-half and
                  rounding-up for fractions equal to or greater than one-half.
                  No cash settlements shall be made with respect to fractional
                  shares eliminated by rounding. Notice of any adjustment shall
                  be given by the Committee to each Participant whose Option has
                  been adjusted and such adjustment (whether or not such notice
                  is given) shall be effective and binding for all purposes of
                  this Plan.

                  4.3 MINIMUM PURCHASE PRICE. Notwithstanding any provision of
         this Plan to the contrary, if authorized but previously unissued shares
         of Common Stock are issued under this Plan, such shares shall not be
         issued for a consideration which is less than as permitted under
         applicable law.

                                    ARTICLE V

                                   ELIGIBILITY

                  5.1 NON-QUALIFIED STOCK OPTIONS. All Eligible Employees and
         Consultants and prospective employees of and Consultants to the Company
         and its Affiliates are eligible to be granted Non-Qualified Stock
         Options. Eligibility for the grant of a Non-Qualified Stock Option and
         actual participation in this Plan shall be determined by the Committee
         in its sole discretion.

                  5.2 INCENTIVE STOCK OPTIONS. All Eligible Employees of the
         Company, its Subsidiaries and its Parent (if any) are eligible to be
         granted Incentive Stock Options under

                                       -9-

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         this Plan. Eligibility for the grant of an Incentive Stock Option and
         actual participation in this Plan shall be determined by the Committee
         in its sole discretion.

                  5.3 GENERAL REQUIREMENT. The vesting and exercise of Options
         granted to a prospective employee or Consultant are conditioned upon
         such individual actually becoming an Eligible Employee or Consultant.

                  5.4 SUBSTITUTE OPTIONS. Substitute Options may be granted by
         the Committee in its sole discretion to holders of stock options issued
         by a company acquired by the Company or with which the Company
         combines.

                                   ARTICLE VI

                                  STOCK OPTIONS


                  6.1 STOCK OPTIONS. Each Stock Option granted hereunder shall
         be one of two types: (i) an Incentive Stock Option intended to satisfy
         the requirements of Section 422 of the Code; or (ii) a Non-Qualified
         Stock Option.

                  6.2 GRANTS. Subject to the provisions of Article V, the
         Committee shall have the authority to grant to any Eligible Employee
         one or more Incentive Stock Options, Non- Qualified Stock Options or
         both types of Stock Options. To the extent that any Stock Option does
         not qualify as an Incentive Stock Option (whether because of its
         provisions or the time or manner of its exercise or otherwise), such
         Stock Option or the portion thereof which does not qualify, shall
         constitute a separate Non-Qualified Stock Option. The Committee shall
         have the authority to grant any Consultant one or more Non-Qualified
         Stock Options. Notwithstanding any other provision of this Plan to the
         contrary or any provision in an agreement evidencing the grant of a
         Stock Option to the contrary, any Stock Option granted to an Eligible
         Employee of an Affiliate (other than an Affiliate which is a Parent or
         a Subsidiary) shall be a Non-Qualified Stock Option.

                  6.3 TERMS OF STOCK OPTIONS. Stock Options granted under this
         Plan shall be subject to the following terms and conditions, and shall
         be in such form and contain such additional terms and conditions, not
         inconsistent with the terms of this Plan, as the Committee shall deem
         desirable:

                      (a) EXERCISE PRICE. The exercise price per share of Common
                  Stock shall be determined by the Committee, but, except in the
                  case of Substitute Options, shall not be less than 100% of the
                  Fair Market Value of the Common Stock at the time of grant;
                  provided, however, that if an Incentive Stock Option is
                  granted to a Ten Percent Stockholder, the exercise price shall
                  be no less than 110% of the Fair Market Value of the Common
                  Stock.

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                      (b) STOCK OPTION TERM. The term of each Stock Option shall
                  be fixed by the Committee; provided, however, that no Stock
                  Option shall be exercisable more than 10 years after the date
                  such Stock Option is granted; and further provided that the
                  term of an Incentive Stock Option granted to a Ten Percent
                  Stockholder shall not exceed 5 years.

                      (c) EXERCISABILITY. Stock Options shall be exercisable at
                  such time or times and subject to such terms and conditions as
                  shall be determined by the Committee at grant. If the
                  Committee provides, in its discretion, that any Stock Option
                  is exercisable subject to certain limitations (including,
                  without limitation, that such Stock Option is exercisable only
                  in installments or within certain time periods), the Committee
                  may waive such limitations on the exercisability at any time
                  at or after grant in whole or in part (including, without
                  limitation, waiver of the installment exercise provisions or
                  acceleration of the time at which such Stock Option may be
                  exercised), based on such factors, if any, as the Committee
                  shall determine, in its sole discretion. Any decision by the
                  Committee to waive such limitations must be first approved by
                  each of CEP and MSDWCP.

                      (d) METHOD OF EXERCISE. Subject to whatever installment
                  exercise and waiting period provisions apply under subsection
                  (c) above, Stock Options may be exercised in whole or in part
                  at any time and from time to time during the Stock Option term
                  by giving written notice of exercise to the Committee
                  specifying the number of shares to be purchased. Such notice
                  shall be accompanied by payment in full of the purchase price
                  as follows: (i) in cash or by check, bank draft or money order
                  payable to the order of the Company; (ii) if the Common Stock
                  is traded on a national securities exchange, The Nasdaq Stock
                  Market, Inc. or quoted on a national quotation system
                  sponsored by the National Association of Securities Dealers,
                  through a "cashless exercise" procedure whereby the
                  Participant delivers irrevocable instructions to a broker
                  approved by the Committee to deliver promptly to the Company
                  an amount equal to the purchase price; or (iii) on such other
                  terms and conditions as may be acceptable to the Committee
                  (including, without limitation, the relinquishment of Stock
                  Options or by payment in full or in part in the form of Common
                  Stock owned by the Participant for a period of at least 6
                  months (and for which the Participant has good title free and
                  clear of any liens and encumbrances) based on the Fair Market
                  Value of the Common Stock on the payment date). No shares of
                  Common Stock shall be issued until payment therefor, as
                  provided herein, has been made or provided for.

                      (e) INCENTIVE STOCK OPTION LIMITATIONS. To the extent that
                  the aggregate Fair Market Value (determined as of the time of
                  grant) of the Common Stock with respect to which Incentive
                  Stock Options are exercisable for the first time by an
                  Eligible Employee during any calendar year under this Plan
                  and/or any other stock option plan of the Company, any
                  Subsidiary or any Parent exceeds $100,000, such Options shall
                  be treated as Non-Qualified Stock Options. In addition, if an
                  Eligible

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                  Employee does not remain employed by the Company, any
                  Subsidiary or any Parent at all times from the time an
                  Incentive Stock Option is granted until 3 months prior to the
                  date of exercise thereof (or such other period as required by
                  applicable law), such Stock Option shall be treated as a
                  Non-Qualified Stock Option. Should any provision of this Plan
                  not be necessary in order for the Stock Options to qualify as
                  Incentive Stock Options, or should any additional provisions
                  be required, the Committee may amend this Plan accordingly,
                  without the necessity of obtaining the approval of the
                  stockholders of the Company.

                      (f) FORM, MODIFICATION, EXTENSION AND RENEWAL OF STOCK
                  OPTIONS. Subject to the terms and conditions and within the
                  limitations of this Plan, Stock Options shall be evidenced by
                  such form of agreement or grant as is approved by the
                  Committee, and the Committee may (i) modify, extend or renew
                  outstanding Stock Options granted under this Plan (provided
                  that the rights of a Participant are not reduced without his
                  consent), and (ii) accept the surrender of outstanding Stock
                  Options (up to the extent not theretofore exercised) and
                  authorize the granting of new Stock Options in substitution
                  therefor (to the extent not theretofore exercised).

                      (g) DEFERRED DELIVERY OF COMMON SHARES. The Committee may
                  in its discretion permit Participants to defer delivery of
                  Common Stock acquired pursuant to a Participant's exercise of
                  an Option in accordance with the terms and conditions
                  established by the Committee.

                                   ARTICLE VII

                     NON-TRANSFERABILITY AND TERMINATION OF
                             EMPLOYMENT/CONSULTANCY

                  7.1 NON-TRANSFERABILITY. No Stock Option shall be Transferable
         by the Participant otherwise than by will or by the laws of descent and
         distribution. All Stock Options shall be exercisable, during the
         Participant's lifetime, only by the Participant. No Stock Option shall,
         except as otherwise specifically provided by law or herein, be
         Transferable in any manner, and any attempt to Transfer any such Stock
         Option shall be void, and no such Stock Option shall in any manner be
         liable for or subject to the debts, contracts, liabilities, engagements
         or torts of any person who shall be entitled to such Stock Option, nor
         shall it be subject to attachment or legal process for or against such
         person.

                  7.2 TERMINATION OF EMPLOYMENT AND TERMINATION OF CONSULTANCY.
         The following rules apply with regard to the Termination of a
         Participant. Unless otherwise determined by the Committee at grant or,
         if no rights of the Participant are reduced, thereafter:

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                      (a) TERMINATION BY REASON OF DEATH, DISABILITY OR
                  RETIREMENT. If a Participant's Termination is by reason of
                  death, Disability or Retirement, all Stock Options held by
                  such Participant which are exercisable at the time of the
                  Participant's Termination may be exercised by the Participant
                  (or, in the case of death, by the legal representative of the
                  Participant's estate) at any time within a period of one year
                  from the date of such Termination, but in no event beyond the
                  expiration of the stated terms of such Stock Options;
                  provided, however, that, in the case of Retirement, if the
                  Participant dies within such exercise period, all unexercised
                  Stock Options held by such Participant shall thereafter be
                  exercisable, to the extent to which they were exercisable at
                  the time of death, for a period of one year from the date of
                  such death, but in no event beyond the expiration of the
                  stated term of such Stock Options.

                      (b) INVOLUNTARY TERMINATION WITHOUT CAUSE. If a
                  Participant's Termination is by involuntary termination
                  without Cause, all Stock Options held by such Participant
                  which are exercisable at the time of such Termination, may be
                  exercised by the Participant at any time within a period of 90
                  days from the date of such Termination, but in no event beyond
                  the expiration of the stated term of such Stock Options.

                      (c) VOLUNTARY TERMINATION. If a Participant's Termination
                  is voluntary (other than a voluntary termination described in
                  Section 7.2(d)(ii) below), all Stock Options held by such
                  Participant which are exercisable at the time of such
                  Termination, may be exercised by the Participant at any time
                  within a period of 30 days from the date of such Termination,
                  but in no event beyond the expiration of the stated terms of
                  such Stock Options.

                      (d) TERMINATION FOR CAUSE. If a Participant's Termination
                  (i) is for Cause or (ii) is a voluntary termination (as
                  provided in subsection (c) above) at any time after an event
                  which would be grounds for a Termination for Cause, all Stock
                  Options held by such Participant shall thereupon terminate and
                  expire as of the date of such Termination.

                                  ARTICLE VIII

                          CHANGE IN CONTROL PROVISIONS

                  8.1 BENEFITS. In the event of a Change in Control of the
         Company, except as otherwise provided by the Committee upon the grant
         of a Stock Option, the Participant shall be entitled to the following
         benefits:

                      (a) Except to the extent provided in the applicable Stock
                  Option agreement, the Participant's employment agreement with
                  the Company or an Affiliate, as approved by


                                      -13-

<Page>


                  the Committee, or other written agreement approved by the
                  Committee (as such agreement may be amended from time to
                  time), Stock Options granted and not previously exercisable
                  shall become exercisable upon a Change in Control, subject to
                  subsection 8.1(b).

                      (b) Notwithstanding anything to the contrary herein,
                  unless the Committee provides otherwise at the time a Stock
                  Option is granted hereunder or thereafter, no acceleration of
                  exercisability shall occur with respect to such Stock Options
                  if the Committee reasonably determines in good faith, that the
                  Stock Options shall be honored or assumed, or new rights
                  substituted therefor (each such honored, assumed or
                  substituted stock option hereinafter called an "Alternative
                  Option"), by a Participant's employer (or the parent or a
                  subsidiary of such employer) immediately following the Change
                  in Control, provided that any such Alternative Option must
                  meet the following criteria:

                          (i) the Alternative Option must provide such
                      Participant with rights and entitlements substantially
                      equivalent to or better than the rights, terms and
                      conditions applicable under such Stock Option, including,
                      but not limited to, an identical or better exercise
                      schedule; and

                          (ii) the Alternative Option must substantially comply
                      and in the case of an Incentive Stock Option, must comply
                      with the requirements of Treasury Regulation ss. 1.425-1
                      (and any amendments thereto), except that the Alternative
                      Option need not be an Incentive Stock Option.

                      (c) If the Company and the other party to a transaction
                  constituting a Change in Control agree that such transaction
                  shall be treated as a "pooling of interests" for financial
                  reporting purposes, and if the transaction is in fact so
                  treated, then the acceleration of exercisability, vesting or
                  lapse of the applicable Restriction Period shall not occur to
                  the extent that the Company's independent public accountants
                  determine in good faith that such acceleration would preclude
                  "pooling of interests" accounting.

                  8.2 CHANGE IN CONTROL. A "Change in Control" shall be deemed
         to have occurred:

                      (a) upon any "person" as such term is used in Sections
                  13(d) and 14(d) of the Exchange Act (other than CEP, MSDWCP,
                  the Company, any trustee or other fiduciary holding securities
                  under any employee benefit plan of the Company, or any company
                  owned, directly or indirectly, by the stockholders of the
                  Company in substantially the same proportions as their
                  ownership of Common Stock of the Company), becoming the
                  beneficial owner (as defined in Rule 13d-3 under the Exchange
                  Act), directly or indirectly, of securities of the Company
                  representing 50% or more of the combined voting power of the
                  Company's then outstanding securities;

                                      -14-

<Page>



                      (b) during any period of 2 consecutive years, individuals
                  who at the beginning of such period constitute the Board, and
                  any new director (other than a director designated by a person
                  who has entered into an agreement with the Company to effect a
                  transaction described in paragraph (a), (c), or (d) of this
                  Section or a director whose initial assumption of office
                  occurs as a result of either an actual or threatened election
                  contest (as such term is used in Rule 14a-11 of Regulation 14A
                  promulgated under the Exchange Act) or other actual or
                  threatened solicitation of proxies or consents by or on behalf
                  of a person other than the Board) whose election by the Board
                  or nomination for election by the Company's stockholders was
                  approved by a vote of at least two-thirds of the directors
                  then still in office who either were directors at the
                  beginning of the two-year period or whose election or
                  nomination for election was previously so approved, cease for
                  any reason to constitute at least a majority of the Board;

                      (c) a merger or consolidation of the Company or a
                  Subsidiary 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) more
                  than 35% of the combined voting power of the voting securities
                  of the Company or such surviving entity or such surviving
                  entity's parent outstanding immediately after such merger or
                  consolidation; or

                      (d) upon the approval by the stockholders of the Company
                  of a plan of complete liquidation of the Company or an
                  agreement for the sale or disposition by the Company of all or
                  substantially all of the Company's assets other than the sale
                  or disposition of all or substantially all of the assets of
                  the Company to a person or persons who beneficially own,
                  directly or indirectly, at least 50% or more of the combined
                  voting power of the outstanding voting securities of the
                  Company at the time of the sale.

                  8.3 INITIAL PUBLIC OFFERING NOT A CHANGE IN CONTROL. For
         purposes of the Plan, an initial public offering of the Common Stock of
         the Company shall not be deemed to be a Change in Control.

                                   ARTICLE IX

                        TERMINATION OR AMENDMENT OF PLAN

                  Notwithstanding any other provision of this Plan, the Board or
         the Committee may at any time, and from time to time, amend, in whole
         or in part, any or all of the provisions of this Plan (including any
         amendment deemed necessary to ensure that the Company may comply with
         any regulatory requirement referred to in Article XII), or suspend or
         terminate it entirely, retroactively or otherwise; provided, however,
         that, unless otherwise required by law or specifically provided herein,
         the rights of a Participant with respect to

                                      -15-

<Page>



         Awards granted prior to such amendment, suspension or termination, may
         not be impaired without the consent of such Participant. In no event
         may this Plan be amended without the approval of the stockholders of
         the Company in accordance with the applicable laws of the State of
         Delaware to increase the aggregate number of shares of Common Stock
         that may be issued under this Plan, decrease the minimum exercise price
         of any Stock Option, or to make any other amendment that would require
         stockholder approval under the rules of any exchange or system on which
         the Company's securities are listed or traded.

                  The Committee may amend the terms of any Stock Option
         theretofore granted, prospectively or retroactively, but, subject to
         Article IV above or as otherwise specifically provided herein, no such
         amendment or other action by the Committee shall impair the rights of
         any holder without the holder's consent.

                                    ARTICLE X

                               COMPANY CALL RIGHTS

                  10.1 COMPANY CALL RIGHTS. (a) In the event of Termination for
         Cause, the Company may repurchase from the Participant any shares of
         Common Stock previously acquired by the Participant through the
         exercise of a Stock Option granted under this Plan at a repurchase
         price equal to the lesser of (i) the original purchase price or
         exercise price (as applicable), if any, or (ii) Fair Market Value as of
         the date of termination.

                      (b) In the event of a Termination for any reason other
                  than for Cause (including termination due to Retirement,
                  death, Disability, involuntary termination without Cause or
                  resignation), the Company may at any time within 270 days
                  after the date of such Termination: (i) repurchase from the
                  Participant each outstanding vested Stock Option based on the
                  greater of (A) the difference between the exercise price of a
                  share of Common Stock relating to such Stock Option and the
                  Fair Market Value of a share of Common Stock on the date of
                  termination and (B) $.01 and (ii) repurchase from the
                  Participant any shares of Common Stock previously acquired by
                  the Participant through the exercise of a Stock Option under
                  this Plan at a repurchase price equal to Fair Market Value as
                  of the date of termination, but in no event less than the
                  exercise price of a share of Common Stock relating to such
                  Stock Option. In addition, the Company may at any time within
                  270 days after a Participant acquires shares of Common Stock
                  upon the exercise of a Stock Option after the date of the
                  event of Termination for any reason other than Cause,
                  repurchase from the Participant any shares of Common Stock
                  previously acquired by the Participant through the exercise of
                  a Stock Option under this Plan at a repurchase price equal to
                  Fair Market Value as of the date of termination, but in no
                  event less than the exercise price of a share of Common Stock
                  relating to such Stock Option.

                                      -16-

<Page>



                  10.2 EFFECT OF IPO. Notwithstanding the foregoing, the Company
         shall cease to have rights pursuant to this Article X following an
         initial public offering of the Common Stock of the Company.

                                   ARTICLE XI

                                  UNFUNDED PLAN

                  11.1 UNFUNDED STATUS OF PLAN. This Plan is intended to
         constitute an "unfunded" plan for incentive and deferred compensation.
         With respect to any payments as to which a Participant has a fixed and
         vested interest but which are not yet made to a Participant by the
         Company, nothing contained herein shall give any such Participant any
         rights that are greater than those of a general unsecured creditor of
         the Company.

                                   ARTICLE XII

                               GENERAL PROVISIONS

                  12.1 LEGEND. The Committee may require each person receiving
         shares pursuant to an Award under this Plan to represent to and agree
         with the Company in writing that the Participant is acquiring the
         shares without a view to distribution thereof. In addition to any
         legend required by this Plan, the certificates for such shares may
         include any legend which the Committee deems appropriate to reflect any
         restrictions on Transfer.

                  All certificates for shares of Common Stock delivered under
         this Plan shall be subject to such stock 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 upon which the Common Stock is then
         listed or any national securities association system upon whose system
         the Common Stock is then quoted, any applicable Federal or state
         securities law, and any applicable corporate law, and the Committee may
         cause a legend or legends to be put on any such certificates to make
         appropriate reference to such restrictions.

                  12.2 OTHER PLANS. Nothing contained in this Plan shall prevent
         the Board from adopting other or additional compensation arrangements,
         subject to stockholder approval if such approval is required; and such
         arrangements may be either generally applicable or applicable only in
         specific cases.

                  12.3 NO RIGHT TO EMPLOYMENT/CONSULTANCY. Neither this Plan nor
         the grant of any Award hereunder shall give any Participant or other
         employee or Consultant any right with respect to continuance of
         employment or consultancy by the Company or any Affiliate, nor shall
         they be a limitation in any way on the right of the Company or any

                                      -17-

<Page>



         Affiliate by which an employee is employed or a Consultant is retained
         to terminate his employment or consultancy at any time.

                  12.4 WITHHOLDING OF TAXES. The Company shall have the right to
         deduct from any payment to be made to a Participant, or to otherwise
         require, prior to the issuance or delivery of any shares of Common
         Stock or the payment of any cash hereunder, payment by the Participant
         of, any Federal, state or local taxes required by law to be withheld.

                  Any statutorily required withholding obligation with regard to
         any Eligible Employee may be satisfied, subject to the consent of the
         Committee, by reducing the number of shares of Common Stock otherwise
         deliverable or by delivering shares of Common Stock already owned. Any
         fraction of a share of Common Stock required to satisfy such tax
         obligations shall be disregarded and the amount due shall be paid
         instead in cash by the Participant.

                  12.5 LISTING AND OTHER CONDITIONS.

                       (a) Unless otherwise determined by the Committee, as long
                  as the Common Stock is listed on a national securities
                  exchange or system sponsored by a national securities
                  association, the issue of any shares of Common Stock pursuant
                  to a Stock Option shall be conditioned upon such shares being
                  listed on such exchange or system. The Company shall have no
                  obligation to issue such shares unless and until such shares
                  are so listed, and the right to exercise any Stock Option with
                  respect to such shares shall be suspended until such listing
                  has been effected.

                       (b) If at any time counsel to the Company shall be of the
                  opinion that any sale or delivery of shares of Common Stock
                  pursuant to a Stock Option is or may in the circumstances be
                  unlawful or result in the imposition of excise taxes on the
                  Company under the statutes, rules or regulations of any
                  applicable jurisdiction, the Company shall have no obligation
                  to make such sale or delivery, or to make any application or
                  to effect or to maintain any qualification or registration
                  under the Securities Act or otherwise with respect to shares
                  of Common Stock or Stock Option, and the right to exercise any
                  Stock Option shall be suspended until, in the opinion of said
                  counsel, such sale or delivery shall be lawful or will not
                  result in the imposition of excise taxes on the Company.

                       (c) Upon termination of any period of suspension under
                  this Section 12.5, a Stock Option affected by such suspension
                  which shall not then have expired or terminated shall be
                  reinstated as to all shares available before such suspension
                  and as to shares which would otherwise have become available

                                      -18-

<Page>

                  during the period of such suspension, but no such suspension
                  shall extend the term of any Stock Option.


                      (d) A Participant shall be required to supply the Company
                  with any certificates, representations and information that
                  the Company requests and otherwise cooperate with the Company
                  in obtaining any listing, registration, qualification,
                  exemption, consent or approval the Company deems necessary or
                  appropriate.

                  12.6 STOCKHOLDERS AGREEMENT. As a condition to the receipt of
         shares of Common Stock pursuant to a Stock Option under this Plan, to
         the extent required by the Committee, the Participant shall execute and
         deliver a stockholder's agreement or such other documentation which
         shall set forth certain restrictions on transferability of the shares
         of Common Stock acquired upon exercise or purchase, a right of first
         refusal of the Company with respect to shares, the right of the Company
         to purchase Common Stock in accordance with this Plan and such other
         terms as the Board or Committee shall from time to time establish. Such
         stockholder's agreement shall apply to all Common Stock acquired under
         the Plan.

                  12.7 GOVERNING LAW. This Plan shall be governed and construed
         in accordance with the laws of the State of Delaware (regardless of the
         law that might otherwise govern under applicable Delaware principles of
         conflict of laws).

                  12.8 CONSTRUCTION. Wherever any words are used in this Plan in
         the masculine gender they shall be construed as though they were also
         used in the feminine gender in all cases where they would so apply, and
         wherever any words are used herein in the singular form they shall be
         construed as though they were also used in the plural form in all cases
         where they would so apply.

                  12.9 OTHER BENEFITS. No Award payment under this Plan shall be
         deemed compensation for purposes of computing benefits under any
         retirement plan of the Company or its subsidiaries nor 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.

                  12.10 COSTS. The Company shall bear all expenses included in
         administering this Plan, including expenses of issuing Common Stock
         pursuant to any Awards hereunder.

                  12.11 NO RIGHT TO SAME BENEFITS. The provisions of Stock
         Options need not be the same with respect to each Participant, and such
         Stock Options to individual Participants need not be the same in
         subsequent years.

                                      -19-

<Page>


                  12.12 DEATH/DISABILITY. The Committee may in its discretion
         require the transferee of a Participant to supply it with written
         notice of the Participant's death or Disability and to supply it with a
         copy of the will (in the case of the Participant's death) or such other
         evidence as the Committee deems necessary to establish the validity of
         the transfer of an Award. The Committee may also require that the
         agreement of the transferee to be bound by all of the terms and
         conditions of this Plan.

                  12.13 SUCCESSORS AND ASSIGNS. The Plan shall be binding on all
         successors and permitted assigns of a Participant, including, without
         limitation, the estate of such Participant and the executor,
         administrator or trustee of such estate.

                  12.14 SEVERABILITY OF PROVISIONS. If any provision of this
         Plan shall be held invalid or unenforceable, such invalidity or
         unenforceability shall not affect any other provisions hereof, and this
         Plan shall be construed and enforced as if such provisions had not been
         included.

                  12.15 HEADINGS AND CAPTIONS. The headings and captions herein
         are provided for reference and convenience only, shall not be
         considered part of this Plan, and shall not be employed in the
         construction of this Plan.

                                  ARTICLE XIII

                             EFFECTIVE DATE OF PLAN

                  13.1 The Plan shall become effective upon adoption by the
         Board, subject to the approval of this Plan by the stockholders of the
         Company in accordance with the requirements of the laws of the State of
         Delaware, or such later date as provided in the adopting resolution.

                                   ARTICLE XIV

                                  TERM OF PLAN

                  14.1 No Stock Option shall be granted pursuant to this Plan on
         or after the tenth anniversary of the earlier of the date this Plan is
         adopted or the date of stockholder approval, but Stock Options granted
         prior to such tenth anniversary may, and the Committee's authority to
         administer the terms of such Options shall, extend beyond that date.


                                      -20-