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                                                                   EXHIBIT 10.15

                              COMMAND SYSTEMS, INC.
                1997 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN
           (As Amended and Restated Effective as of January 5, 2000)
                                                            --

1.   DEFINITIONS.

     Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this COMMAND SYSTEMS, INC. 1997 Employee, Director
and Consultant Stock Plan, have the following meanings:

     Administrator means the Board of Directors, unless it has delegated power
     to act on its behalf to the Committee, in which case the Administrator
     means the Committee.

     Affiliate means a corporation which, for purposes of Section 424 of the
     Code, is a parent or subsidiary of the Company, direct or indirect.

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

     Code means the United States Internal Revenue Code of 1986, as amended.

     Committee means the committee of the Board of Directors to which the Board
     of Directors has delegated power to act under or pursuant to the provisions
     of the Plan.

     Common Stock means shares of the Company's common stock, $.01 par value per
     share.

     Company means COMMAND SYSTEMS, INC., a Delaware corporation.

     Disability or Disabled means permanent and total disability as defined in
     Section 22(e)(3) of the Code.

     Fair Market Value of a Share of Common Stock means:

     (1) If the Common Stock is listed on a national securities exchange or
     traded in the over-the-counter market and sales prices are regularly
     reported for the Common Stock, the closing or last price of the Common
     Stock on the Composite Tape or other comparable reporting system for the
     trading day immediately preceding the applicable date;

     (2) If the Common Stock is not traded on a national securities exchange but
     is traded on the over-the-counter market, if sales prices are not regularly
     reported for the Common Stock for the trading day referred to in clause
     (1), and if bid and asked prices for the Common Stock are regularly
     reported, the mean between the bid and the asked price for the Common Stock
     at the close of trading in the over-the-counter market for the trading day
     on which Common Stock was traded immediately preceding the applicable date;
     and
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     (3) If the Common Stock is neither listed on a national securities exchange
     nor traded in the over-the-counter market, such value as the Administrator,
     in good faith, shall determine.

     ISO means an option intended to qualify as an incentive stock option under
     Section 422 of the Code.

     Key Employee means an employee of the Company or of an Affiliate
     (including, without limitation, an employee who is also serving as an
     officer or director of the Company or of an Affiliate), designated by the
     Administrator to be eligible to be granted one or more Stock Rights under
     the Plan.

     Non-Qualified Option means an option which does not qualify as an ISO.

     Option means an ISO or Non-Qualified Option granted under the Plan.

     Option Agreement means an agreement between the Company and a Participant
     delivered pursuant to the Plan, in such form as the Administrator shall
     approve.

     Participant means a Key Employee, director or consultant to whom one or
     more Stock Rights are granted under the Plan. As used herein, "Participant"
     shall include "Participant's Survivors" where the context requires.

     Plan means this Command Systems, Inc. 1997 Employee, Director and
     Consultant Stock Plan, as amended.

     Shares means shares of the Common Stock as to which Stock Rights have been
     or may be granted under the Plan or any shares of capital stock into which
     the Shares are changed or for which they are exchanged within the
     provisions of Paragraph 3 of the Plan. The Shares issued under the Plan may
     be authorized and unissued shares or shares held by the Company in its
     treasury, or both.

     Stock Grant means a grant by the Company of Shares under the Plan.

     Stock Grant Agreement means an agreement between the Company and a
     Participant delivered pursuant to the Plan, in such form as the
     Administrator shall approve.

     Stock Right means a right to Shares of the Company granted pursuant to the
     Plan -- an ISO, a Non-Qualified Option or a Stock Grant.

     Survivors means a deceased Participant's legal representatives and/or any
     person or


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     persons who acquired the Participant's rights to a Stock Right by will or
     by the laws of descent and distribution.

2.   PURPOSES OF THE PLAN.

     The Plan is intended to encourage ownership of Shares by Key Employees and
directors of and consultants to the Company or its Affiliates in order to
attract such people, to induce them to work for the benefit of the Company or of
an Affiliate and to provide additional incentive for them to promote the success
of the Company or of an Affiliate. The Plan provides for the granting of ISOs,
Non-Qualified Options and Stock Grants. Stock Rights granted under the Plan
prior to January 5, 2000, will be governed by the terms of the Plan as in
effect on the date on which such Stock Rights were granted.

3.   SHARES SUBJECT TO THE PLAN.

     The number of Shares which may be issued from time to time pursuant to this
Plan shall be 1,355,000, or the equivalent of such number of Shares after the
Administrator, in its sole discretion, has interpreted the effect of any stock
split, stock dividend, combination, recapitalization or similar transaction in
accordance with Paragraph 23 of the Plan.

     If an Option ceases to be "outstanding," in whole or in part, due to its
termination or expiration or if the Company shall reacquire any Shares issued
pursuant to a Stock Grant, the Shares which were subject to such Option and any
Shares so reacquired by the Company shall be available for the granting of other
Stock Rights under the Plan. Any Option shall be treated as "outstanding" until
such Option is exercised in full, or terminates or expires under the provisions
of the Plan, or by agreement of the parties to the pertinent Option Agreement.

4.   ADMINISTRATION OF THE PLAN.

     The Administrator of the Plan will be the Board of Directors, except to the
extent the Board of Directors delegates its authority to the Committee, in which
case the Committee shall be the Administrator. Subject to the provisions of the
Plan, the Administrator is authorized to:

          a. Interpret the provisions of the Plan or of any Option or Stock
          Grant and to make all rules and determinations which it deems
          necessary or advisable for the administration of the Plan;

          b. Determine which employees of the Company or of an Affiliate shall
          be designated as Key Employees and which of the Key Employees,
          directors and consultants shall be granted Stock Rights;


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          c. Determine the number of Shares for which a Stock Right or Stock
          Rights shall be granted, provided, however, that in no event shall
          Stock Rights with an aggregate Fair Market Value of more than $250,000
          or covering more than 100,000 shares be granted to any Participant in
          any fiscal year; and

          d. Specify the terms and conditions upon which a Stock Right or Stock
          Rights may be granted;

provided, however, that all such interpretations, rules, determinations, terms
and conditions shall be made and prescribed in the context of preserving the tax
status under Section 422 of the Code of those Options which are designated as
ISOs. Subject to the foregoing, the interpretation and construction by the
Administrator of any provisions of the Plan or of any Stock Right granted under
it shall be final, binding and conclusive unless otherwise determined by the
Board of Directors, if the Administrator is the Committee.

5.   ELIGIBILITY FOR PARTICIPATION.

     The Administrator will, in its sole discretion, name the Participants in
the Plan, provided, however, that each Participant must be a Key Employee,
director or consultant of the Company or of an Affiliate at the time a Stock
Right is granted. Notwithstanding any of the foregoing provisions, the
Administrator may authorize the grant of a Stock Right to a person not then an
employee, director or consultant of the Company or of an Affiliate; provided,
however, that the actual grant of such Stock Right shall be conditioned upon
such person becoming eligible to become a Participant at or prior to the time of
the delivery of the Agreement evidencing such Stock Right. ISOs may be granted
only to Key Employees. Non-Qualified Options and Stock Grants may be granted to
any Key Employee, director or consultant of the Company or an Affiliate. The
granting of any Stock Right to any individual shall neither entitle that
individual to, nor disqualify him or her from, participation in any other grant
of Stock Rights.

6.   TERMS AND CONDITIONS OF OPTIONS.

     Each Option shall be set forth in writing in an Option Agreement, duly
executed by the Company and, to the extent required by law or requested by the
Company, by the Participant. The Administrator may provide that Options be
granted subject to such conditions as the Administrator may deem appropriate
including, without limitation, subsequent approval by the stockholders of the
Company of this Plan or any amendments thereto. The Option Agreements shall be
subject to at least the following terms and conditions:

               A. Non-Qualified Options: Each Option intended to be a
          Non-Qualified Option shall be subject to the terms and conditions
          which the Administrator determines to be appropriate and in the best
          interest of the Company, subject to


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          the following minimum standards for any such Non-Qualified Option:

                    a. Option Price: Each Option Agreement shall state the
               option price (per share) of the Shares covered by each Option,
               which option price shall be determined by the Administrator but
               shall not be less than the par value per share of Common Stock.

                    b. Each Option Agreement shall state the number of Shares to
               which it pertains;

                    c. Each Option Agreement shall state the date or dates on
               which it first is exercisable and the date after which it may no
               longer be exercised, and may provide that the Option rights
               accrue or become exercisable in installments over a period of
               months or years, or upon the occurrence of certain conditions or
               the attainment of stated goals or events; and

                    d. Exercise of any Option may be conditioned upon the
               Participant's execution of a Share purchase agreement in form
               satisfactory to the Administrator providing for certain
               protections for the Company and its other stockholders, including
               requirements that:

                         i. The Participant's or the Participant's Survivors'
                    right to sell or transfer the Shares may be restricted; and

                         ii. The Participant or the Participant's Survivors may
                    be required to execute letters of investment intent and must
                    also acknowledge that the Shares will bear legends noting
                    any applicable restrictions.

               B. ISOs: Each Option intended to be an ISO shall be issued only
          to a Key Employee and be subject to at least the following terms and
          conditions, with such additional restrictions or changes as the
          Administrator determines are appropriate but not in conflict with
          Section 422 of the Code and relevant regulations and rulings of the
          Internal Revenue Service:

                    a. Minimum standards: The ISO shall meet the minimum
               standards required of Non-Qualified Options, as described in
               Paragraph 6(A) above, except clause (a) thereunder.

                    b. Option Price: Immediately before the Option is granted,
               if the Participant owns, directly or by reason of the applicable
               attribution rules in Section 424(d) of the Code:


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                         i. Ten percent (10%) or less of the total combined
                    voting power of all classes of stock of the Company or an
                    Affiliate, the Option price per share of the Shares covered
                    by each Option shall not be less than one hundred percent
                    (100%) of the Fair Market Value per share of the Shares on
                    the date of the grant of the Option.

                         ii. More than ten percent (10%) of the total combined
                    voting power of all classes of stock of the Company or an
                    Affiliate, the Option price per share of the Shares covered
                    by each Option shall not be less than one hundred ten
                    percent (110%) of the said Fair Market Value on the date of
                    grant.

                    c. Term of Option: For Participants who own

                         i. Ten percent (10%) or less of the total combined
                    voting power of all classes of stock of the Company or an
                    Affiliate, each Option shall terminate not more than ten
                    (10) years from the date of the grant or at such earlier
                    time as the Option Agreement may provide.

                         ii. More than ten percent (10%) of the total combined
                    voting power of all classes of stock of the Company or an
                    Affiliate, each Option shall terminate not more than five
                    (5) years from the date of the grant or at such earlier time
                    as the Option Agreement may provide.

7.   TERMS AND CONDITIONS OF STOCK GRANTS.

     Each offer of a Stock Grant to a Participant shall state the date prior to
which the Stock Grant must be accepted by the Participant, and the principal
terms of each Stock Grant shall be set forth in a Stock Grant Agreement, duly
executed by the Company and, to the extent required by law or requested by the
Company, by the Participant. The Stock Grant Agreement shall be in a form
approved by the Administrator and shall contain terms and conditions which the
Administrator determines to be appropriate and in the best interest of the
Company, subject to the following minimum standards:

          (a) Each Stock Grant Agreement shall state the purchase price (per
          share), if any, of the Shares covered by each Stock Grant, which
          purchase price shall be determined by the Administrator but shall not
          be less than the minimum


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          consideration required by the Delaware General Corporation Law on the
          date of the grant of the Stock Grant;

          (b) Each Stock Grant Agreement shall state the number of Shares to
          which the Stock Grant pertains; and


















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          (c) Each Stock Grant Agreement shall include the terms of any right of
          the Company to reacquire the Shares subject to the Stock Grant,
          including the time and events upon which such rights shall accrue and
          the purchase price therefor, if any.

8.   EXERCISE OF OPTIONS AND ISSUE OF SHARES.

     An Option (or any part or installment thereof) shall be exercised by giving
written notice to the Company at its principal executive office, together with
provision for payment of the full purchase price in accordance with this
Paragraph for the Shares as to which the Option is being exercised, and upon
compliance with any other condition(s) set forth in the Option Agreement. Such
written notice shall be signed by the person exercising the Option, shall state
the number of Shares with respect to which the Option is being exercised and
shall contain any representation required by the Plan or the Option Agreement.
Payment for the Shares as to which such Option is being exercised shall be made
(a) in United States dollars in cash or by check, or (b) at the discretion of
the Administrator, through delivery of shares of Common Stock having a Fair
Market Value equal as of the date of the exercise to the cash exercise price of
the Option, or (c) at the discretion of the Administrator, having the Company
retain from the shares otherwise issuable upon exercise of the Option, a number
of shares having a Fair Market Value equal as of the date of exercise to the
exercise price of the Option, or (d) at the discretion of the Administrator, by
delivery of the grantee's personal recourse note bearing interest payable not
less than annually at no less than 100% of the applicable Federal rate, as
defined in Section 1274(d) of the Code, or (e) at the discretion of the
Administrator, in accordance with a cashless exercise program established with a
securities brokerage firm, and approved by the Administrator, or (f) at the
discretion of the Administrator, by any combination of (a), (b), (c), (d) and
(e) above. Notwithstanding the foregoing, the Administrator shall accept only
such payment on exercise of an ISO as is permitted by Section 422 of the Code.

     The Company shall then reasonably promptly deliver the Shares as to which
such Option was exercised to the Participant (or to the Participant's Survivors,
as the case may be). In determining what constitutes "reasonably promptly," it
is expressly understood that the issuance and delivery of the Shares may be
delayed by the Company in order to comply with any law or regulation (including,
without limitation, state securities or "blue sky" laws) which requires the
Company to take any action with respect to the Shares prior to their issuance.
The Shares shall, upon delivery, be evidenced by an appropriate certificate or
certificates for fully paid, non-assessable Shares.

     The Administrator may, in its discretion, amend any term or condition of an
outstanding Option or Option Agreement provided (i) such term or condition as
amended is permitted by the Plan, (ii) any such amendment shall be made only
with the consent of the Participant to whom the Option was granted, or in the
event of the death of the Participant, the Participant's


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Survivors, if the amendment is adverse to the Participant, and (iii) any such
amendment of any ISO shall be made only after the Administrator, after
consulting the counsel for the Company, determines whether such amendment would
constitute a "modification" of any Option which is an ISO (as that term is
defined in Section 424(h) of the Code) or would cause any adverse tax
consequences for the holder of such ISO.

9.   ACCEPTANCE OF STOCK GRANT AND ISSUE OF SHARES.

     A Stock Grant (or any part or installment thereof) shall be accepted by
executing the Stock Grant Agreement and delivering it to the Company at its
principal office, together with provision for payment of the full purchase
price, if any, in accordance with this Paragraph for the Shares as to which such
Stock Grant is being accepted, and upon compliance with any other conditions set
forth in the Stock Grant Agreement. Payment for the Shares as to which such
Stock Grant is being accepted shall be made (a) in United States dollars in cash
or by check, or (b) at the discretion of the Administrator, through delivery of
shares of Common Stock having a fair market value equal as of the date of
acceptance of the Stock Grant to the purchase price of the Stock Grant
determined in good faith by the Administrator, or (c) at the discretion of the
Administrator, by delivery of the grantee's personal recourse note bearing
interest payable not less than annually at no less than 100% of the applicable
Federal rate, as defined in Section 1274(d) of the Code, or (d) at the
discretion of the Administrator, by any combination of (a), (b) and (c) above.

     The Company shall then reasonably promptly deliver the Shares as to which
such Stock Grant was accepted to the Participant (or to the Participant's
Survivors, as the case may be), subject to any escrow provision set forth in the
Stock Grant Agreement. In determining what constitutes "reasonably promptly," it
is expressly understood that the issuance and delivery of the Shares may be
delayed by the Company in order to comply with any law or regulation (including,
without limitation, state securities or "blue sky" laws) which requires the
Company to take any action with respect to the Shares prior to their issuance.

     The Administrator may, in its discretion, amend any term or condition of an
outstanding Stock Grant or Stock Grant Agreement provided (i) such term or
condition as amended is permitted by the Plan, and (ii) any such amendment shall
be made only with the consent of the Participant to whom the Stock Grant was
made, if the amendment is adverse to the Participant.

10.  RIGHTS AS A STOCKHOLDER.

     No Participant to whom a Stock Right has been granted shall have rights as
a stockholder with respect to any Shares covered by such Stock Right, except
after due exercise of the Option or acceptance of the Stock Grant and tender of
the full purchase price, if any, for the Shares being purchased pursuant to such
exercise or acceptance and registration of the Shares in the


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Company's share register in the name of the Participant.


11.  ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.

     By its terms, a Stock Right granted to a Participant shall not be
transferable by the Participant other than (i) by will or by the laws of descent
and distribution, or (ii) except in the case of an ISO, as otherwise determined
by the Administrator and set forth in the applicable Option Agreement or Stock
Grant Agreement. The designation of a beneficiary of a Stock Right by a
Participant shall not be deemed a transfer prohibited by this Paragraph. Except
as provided above, a Stock Right shall only be exercisable or may only be
accepted, during the Participant's lifetime, by such Participant (or by his or
her legal representative) and shall not be assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Any attempted transfer, assignment,
pledge, hypothecation or other disposition of any Stock Right or of any rights
granted thereunder contrary to the provisions of this Plan, or the levy of any
attachment or similar process upon a Stock Right, shall be null and void.

12.  EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR DEATH
     OR DISABILITY.

     Except as otherwise provided in the pertinent Option Agreement in the event
of a termination of service (whether as an employee, director or consultant)
with the Company or an Affiliate before the Participant has exercised an Option,
the following rules apply:

          a. A Participant who ceases to be an employee, director or consultant
          of the Company or of an Affiliate (for any reason other than
          termination "for cause", Disability, or death for which events there
          are special rules in Paragraphs 13, 14, and 15, respectively), may
          exercise any Option granted to him or her to the extent that the
          Option is exercisable on the date of such termination of service, but
          only within such term as the Administrator has designated in the
          pertinent Option Agreement.

          b. Notwithstanding anything herein to the contrary, if subsequent to a
          Participant's termination of employment, termination of director
          status or termination of consultancy, but prior to the exercise of an
          Option, the Board of Directors determines that, either prior or
          subsequent to the Participant's termination, the Participant engaged
          in conduct which would constitute "cause", then such Participant shall
          forthwith cease to have any right to exercise any Option.


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               c. A Participant to whom an Option has been granted under the
          Plan who is absent from work with the Company or with an Affiliate
          because of temporary disability (any disability other than a permanent
          and total Disability as defined in Paragraph 1 hereof), or who is on
          leave of absence for any purpose, shall not, during the period of any
          such absence, be deemed, by virtue of such absence alone, to have
          terminated such Participant's employment, director status or
          consultancy with the Company or with an Affiliate, except as the
          Administrator may otherwise expressly provide.

     d. Except as required by law or as set forth in the pertinent Option
     Agreement, Options granted under the Plan shall not be affected by any
     change of a Participant's status within or among the Company and any
     Affiliates, so long as the Participant continues to be an employee,
     director or consultant of the Company or any Affiliate.

13.  EFFECT ON OPTIONS OF TERMINATION OF SERVICE "FOR CAUSE".

     Except as otherwise provided in the pertinent Option Agreement, the
following rules apply if the Participant's service (whether as an employee,
director or consultant) with the Company or an Affiliate is terminated "for
cause" prior to the time that all his or her outstanding Options have been
exercised:

               a. All outstanding and unexercised Options as of the time the
               Participant is notified his or her service is terminated "for
               cause" will immediately be forfeited.

               b. For purposes of this Plan, "cause" shall include (and is not
               limited to) dishonesty with respect to the Company or any
               Affiliate, insubordination, substantial malfeasance or
               non-feasance of duty, unauthorized disclosure of confidential
               information, and conduct substantially prejudicial to the
               business of the Company or any Affiliate. The determination of
               the Administrator as to the existence of "cause" will be
               conclusive on the Participant and the Company.

               c. "Cause" is not limited to events which have occurred prior to
               a Participant's termination of service, nor is it necessary that
               the Administrator's finding of "cause" occur prior to
               termination. If the Administrator determines, subsequent to a
               Participant's termination of service but prior to the exercise of
               an Option, that either prior or subsequent to the Participant's
               termination the Participant engaged in conduct which would
               constitute "cause", then the right to exercise any outstanding
               and unexercised Option is forfeited.

               d. Any definition in an agreement between the Participant and the
               Company


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               or an Affiliate, which contains a conflicting definition of
               "cause" for termination and which is in effect at the time of
               such termination, shall supersede the definition in this Plan
               with respect to such Participant.






















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14.  EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.

     Except as otherwise provided in the pertinent Option Agreement, a
Participant who ceases to be an employee, director or consultant of the Company
or of an Affiliate by reason of Disability may exercise any Option granted to
such Participant:

               a. To the extent exercisable but not exercised on the date of
               Disability; and

               b. In the event rights to exercise the Option accrue
               periodically, to the extent of a pro rata portion of any
               additional rights as would have accrued had the Participant not
               become Disabled prior to the end of the accrual period which next
               ends following the date of Disability. The proration shall be
               based upon the number of days of such accrual period prior to the
               date of Disability.

     A Disabled Participant may exercise such rights only within a period of not
more than one (1) year after the date of the Participant's termination of
employment, directorship or consultancy, as the case may be, notwithstanding
that the Participant might have been able to exercise the Option as to some or
all of the Shares on a later date if the Participant had not become Disabled and
had continued to be an employee, director or consultant or, if earlier, within
the originally prescribed term of the Option.

     The Administrator shall make the determination both of whether Disability
has occurred and the date of its occurrence (unless a procedure for such
determination is set forth in another agreement between the Company and such
Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or
approved by the Administrator, the cost of which examination shall be paid for
by the Company.

15.  EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

     Except as otherwise provided in the pertinent Option Agreement, in the
event of the death of a Participant while the Participant is an employee,
director or consultant of the Company or of an Affiliate, such Option may be
exercised by the Participant's Survivors:

               a. To the extent exercisable but not exercised on the date of
               death; and

               b. In the event rights to exercise the Option accrue
               periodically, to the extent of a pro rata portion of any
               additional rights which would have accrued had the Participant
               not died prior to the end of the accrual period which next ends
               following the date of death. The proration shall be based upon
               the number of


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               days of such accrual period prior to the Participant's death.

     If the Participant's Survivors wish to exercise the Option, they must take
all necessary steps to exercise the Option within one (1) year after the date of
death of such Participant, notwithstanding that the decedent might have been
able to exercise the Option as to some or all of the Shares on a later date if
he or she had not died and had continued to be an employee, director or
consultant or, if earlier, within the originally prescribed term of the Option.

16.  EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS.

     In the event of a termination of service (whether as an employee, director
or consultant) with the Company or an Affiliate for any reason before the
Participant has accepted a Stock Grant, such offer shall terminate.

     For purposes of this Paragraph 16 and Paragraph 17 below, a Participant to
whom a Stock Grant has been offered under the Plan who is absent from work with
the Company or with an Affiliate because of temporary disability (any disability
other than a permanent and total Disability as defined in Paragraph 1 hereof),
or who is on leave of absence for any purpose, shall not, during the period of
any such absence, be deemed, by virtue of such absence alone, to have terminated
such Participant's employment, director status or consultancy with the Company
or with an Affiliate, except as the Administrator may otherwise expressly
provide.

     In addition, for purposes of this Paragraph 16 and Paragraph 17 below, any
change of employment or other service within or among the Company and any
Affiliates shall not be treated as a termination of employment, director status
or consultancy so long as the Participant continues to be an employee, director
or consultant of the Company or any Affiliate.

17.  EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR
     DEATH OR DISABILITY.

     Except as otherwise provided in the pertinent Stock Grant Agreement, in the
event of a termination of service (whether as an employee, director or
consultant), other than termination "for cause," Disability, or death for which
events there are special rules in Paragraphs 18, 19, and 20, respectively,
before all Company rights of repurchase shall have lapsed, then the Company
shall have the right to repurchase that number of Shares subject to a Stock
Grant as to which the Company's repurchase rights have not lapsed.

18.  EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE "FOR CAUSE".

     Except as otherwise provided in the pertinent Stock Grant Agreement, the
following rules apply if the Participant's service (whether as an employee,
director or consultant) with the Company or an Affiliate is terminated "for
cause" (as defined in Paragraph 13), all Shares


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subject to any Stock Grant shall be immediately subject to repurchase by the
Company at the purchase price, if any, thereof.


19.  EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE FOR DISABILITY.

     Except as otherwise provided in the pertinent Stock Grant Agreement, the
following rules apply if a Participant ceases to be an employee, director or
consultant of the Company or of an Affiliate by reason of Disability: to the
extent the Company's rights of repurchase have not lapsed on the date of
Disability, they shall be exercisable; provided, however, that in the event such
rights of repurchase lapse periodically, such rights shall lapse to the extent
of a pro rata portion of the Shares subject to such Stock Grant as would have
lapsed had the Participant not become Disabled prior to the end of the vesting
period which next ends following the date of Disability. The proration shall be
based upon the number of days of such vesting period prior to the date of
Disability.

     The Administrator shall make the determination both of whether Disability
has occurred and the date of its occurrence (unless a procedure for such
determination is set forth in another agreement between the Company and such
Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or
approved by the Administrator, the cost of which examination shall be paid for
by the Company.

20.  EFFECT ON STOCK GRANTS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

     Except as otherwise provided in the pertinent Stock Grant Agreement, the
following rules apply in the event of the death of a Participant while the
Participant is an employee, director or consultant of the Company or of an
Affiliate: to the extent the Company's rights of repurchase have not lapsed on
the date of death, they shall be exercisable; provided, however, that in the
event such rights of repurchase lapse periodically, such rights shall lapse to
the extent of a pro rata portion of the Shares subject to such Stock Grant as
would have lapsed had the Participant not died prior to the end of the vesting
period which next ends following the date of death. The proration shall be based
upon the number of days of such vesting period prior to the Participant's death.

21.  PURCHASE FOR INVESTMENT.

     Unless the offering and sale of the Shares to be issued upon the particular
exercise or acceptance of a Stock Right shall have been effectively registered
under the Securities Act of 1933, as now in force or hereafter amended (the
"1933 Act"), the Company shall be under no obligation to issue the Shares
covered by such exercise unless and until the following conditions


                                       15
<PAGE>

have been fulfilled:

          a. The person(s) who exercise(s) or accept(s) such Stock Right shall
          warrant to the Company, prior to the receipt of such Shares, that such
          person(s) are acquiring such Shares for their own respective accounts,
          for investment, and not with a view to, or for sale in connection
          with, the distribution of any such Shares, in which event the
          person(s) acquiring such Shares shall be bound by the provisions of
          the following legend which shall be endorsed upon the certificate(s)
          evidencing their Shares issued pursuant to such exercise or such
          grant:

                    "The shares represented by this certificate have been taken
               for investment and they may not be sold or otherwise transferred
               by any person, including a pledgee, unless (1) either (a) a
               Registration Statement with respect to such shares shall be
               effective under the Securities Act of 1933, as amended, or (b)
               the Company shall have received an opinion of counsel
               satisfactory to it that an exemption from registration under such
               Act is then available, and (2) there shall have been compliance
               with all applicable state securities laws."

          b. At the discretion of the Administrator, the Company shall have
          received an opinion of its counsel that the Shares may be issued upon
          such particular exercise or acceptance in compliance with the 1933 Act
          without registration thereunder.

22.  DISSOLUTION OR LIQUIDATION OF THE COMPANY.

     Upon the dissolution or liquidation of the Company, all Options granted
under this Plan which as of such date shall not have been exercised and all
Stock Grants which have not been accepted will terminate and become null and
void; provided, however, that if the rights of a Participant or a Participant's
Survivors have not otherwise terminated and expired, the Participant or the
Participant's Survivors will have the right immediately prior to such
dissolution or liquidation to exercise or accept any Stock Right to the extent
that the Stock Right is exercisable or subject to acceptance as of the date
immediately prior to such dissolution or liquidation.

23.  ADJUSTMENTS.

     Upon the occurrence of any of the following events, a Participant's rights
with respect to any Stock Right granted to him or her hereunder shall be
adjusted as hereinafter provided, unless otherwise specifically provided in the
pertinent Option Agreement or Stock Grant Agreement:


                                       16
<PAGE>

     A. Stock Dividends and Stock Splits. If the shares of Common Stock shall be
subdivided or combined into a greater or smaller number of shares or if the
Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock deliverable upon
the exercise or acceptance of such Stock Right shall be appropriately increased
or decreased proportionately, and appropriate adjustments shall be made in the
purchase price per share to reflect such subdivision, combination or stock
dividend.

     B. Consolidations or Mergers. If the Company is to be consolidated with or
acquired by another entity in a merger, sale of all or substantially all of the
Company's assets or otherwise (an "Acquisition"), the Administrator or the board
of directors of any entity assuming the obligations of the Company hereunder
(the "Successor Board"), shall, as to outstanding Options, either (i) make
appropriate provision for the continuation of such Options by substituting on an
equitable basis for the Shares then subject to such Options either the
consideration payable with respect to the outstanding shares of Common Stock in
connection with the Acquisition or securities of any successor or acquiring
entity; or (ii) upon written notice to the Participants, provide that all
Options must be exercised at the end of which period the Options shall
terminate; or (iii) terminate all Options in exchange for a cash payment equal
to the excess of the Fair Market Value of the Shares subject to such Options
over the exercise price thereof. For purposes of this Subparagraph, in the event
of an Acquisition, all Options shall be made fully exercisable.

     With respect to outstanding Stock Grants, the Administrator or the
Successor Board, shall either (i) make appropriate provisions for the
continuation of such Stock Grants by substituting on an equitable basis for the
Shares then subject to such Stock Grants either the consideration payable with
respect to the outstanding Shares of Common Stock in connection with the
Acquisition or securities of any successor or acquiring entity; or (ii) upon
written notice to the Participants, provide that all Stock Grants must be
accepted (to the extent then subject to acceptance) within a specified number of
days of the date of such notice, at the end of which period the offer of the
Stock Grants shall terminate; or (iii) terminate all Stock Grants in exchange
for a cash payment equal to the excess of the Fair Market Value of the Shares
subject to such Stock Grants over the purchase price thereof, if any. In
addition, in the event of an Acquisition, the Administrator may waive any or all
Company repurchase rights with respect to outstanding Stock Grants.

     C. Recapitalization or Reorganization. In the event of a recapitalization
or reorganization of the Company (other than a transaction described in
Subparagraph B above) pursuant to which securities of the Company or of another
corporation are issued with respect to the outstanding shares of Common Stock, a
Participant upon exercising or accepting a Stock Right shall be entitled to
receive for the purchase price, if any, paid upon such exercise or acceptance
the securities which would have been received if such Stock Right had been
exercised or accepted prior to such recapitalization or reorganization.


                                       17
<PAGE>

     D. Modification of ISOs. Notwithstanding the foregoing, any adjustments
made pursuant to Subparagraph A, B or C with respect to ISOs shall be made only
after the Administrator, after consulting with counsel for the Company,
determines whether such adjustments would constitute a "modification" of such
ISOs (as that term is defined in Section 424(h) of the Code) or would cause any
adverse tax consequences for the holders of such ISOs. If the Administrator
determines that such adjustments made with respect to ISOs would constitute a
modification of such ISOs, it may refrain from making such adjustments, unless
the holder of an ISO specifically requests in writing that such adjustment be
made and such writing indicates that the holder has full knowledge of the
consequences of such "modification" on his or her income tax treatment with
respect to the ISO.

24.  ISSUANCES OF SECURITIES.

     Except as expressly provided herein, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares subject to Stock Rights. Except as
expressly provided herein, no adjustments shall be made for dividends paid in
cash or in property (including without limitation, securities) of the Company
prior to any issuance of Shares pursuant to a Stock Right.

25.  FRACTIONAL SHARES.

     No fractional shares shall be issued under the Plan and the person
exercising a Stock Right shall receive from the Company cash in lieu of such
fractional shares equal to the Fair Market Value thereof.

26.  CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs.

     The Administrator, at the written request of any Participant, may in its
discretion take such actions as may be necessary to convert such Participant's
ISOs (or any portions thereof) that have not been exercised on the date of
conversion into Non-Qualified Options at any time prior to the expiration of
such ISOs, regardless of whether the Participant is an employee of the Company
or an Affiliate at the time of such conversion. Such actions may include, but
not be limited to, extending the exercise period or reducing the exercise price
of the appropriate installments of such Options. At the time of such conversion,
the Administrator (with the consent of the Participant) may impose such
conditions on the exercise of the resulting Non-Qualified Options as the
Administrator in its discretion may determine, provided that such conditions
shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to
give any Participant the right to have such Participant's ISOs converted into
Non-Qualified Options,


                                       18
<PAGE>

and no such conversion shall occur until and unless the Administrator takes
appropriate action. The Administrator, with the consent of the Participant, may
also terminate any portion of any ISO that has not been exercised at the time of
such conversion.

27.  WITHHOLDING.

     In the event that any federal, state, or local income taxes, employment
taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other
amounts are required by applicable law or governmental regulation to be withheld
from the Participant's salary, wages or other remuneration in connection with
the exercise or acceptance of a Stock Right or in connection with a
Disqualifying Disposition (as defined in Paragraph 28) or upon the lapsing of
any right of repurchase, the Company may withhold from the Participant's
compensation, if any, or may require that the Participant advance in cash to the
Company, or to any Affiliate of the Company which employs or employed the
Participant, the amount of such withholdings unless a different withholding
arrangement, including the use of shares of the Company's Common Stock (in an
amount necessary to satisfy not more than the minimum withholding obligation) or
a promissory note, is authorized by the Administrator (and permitted by law).
For purposes hereof, the Fair Market Value of the shares withheld for purposes
of payroll withholding shall be determined in the manner provided in Paragraph 1
above, as of the most recent practicable date prior to the date of exercise. If
the Fair Market Value of the shares withheld is less than the amount of payroll
withholdings required, the Participant may be required to advance the difference
in cash to the Company or the Affiliate employer. The Administrator in its
discretion may condition the exercise of an Option for less than the then Fair
Market Value on the Participant's payment of such additional withholding.

28.  NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.

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

29.  TERMINATION OF THE PLAN.

     The Plan will terminate on the date which is ten (10) years from the
earlier of the date of its adoption and the date of its approval by the
stockholders of the Company. The Plan may be terminated at an earlier date by
the Board of Directors; provided, however, that any such earlier termination
shall not affect any Option Agreements or Stock Grant Agreements executed prior
to


                                       19
<PAGE>

the effective date of such termination.


30.  AMENDMENT OF THE PLAN AND AGREEMENTS.

     The Plan may be amended by the stockholders of the Company. The Plan may
also be amended by the Board of Directors, including, without limitation, to the
extent necessary to qualify any or all outstanding Stock Rights granted under
the Plan or Stock Rights to be granted under the Plan for favorable federal
income tax treatment (including deferral of taxation upon exercise) as may be
afforded incentive stock options under Section 422 of the Code, and to the
extent necessary to qualify the shares issuable upon exercise or acceptance of
any outstanding Stock Rights granted, or Stock Rights to be granted, under the
Plan for listing on any national securities exchange or quotation in any
national automated quotation system of securities dealers. Any amendment
approved by the Board of Directors which the Board of Directors determines is of
a scope that requires stockholder approval shall be subject to obtaining such
stockholder approval. Any modification or amendment of the Plan shall not,
without the consent of a Participant, adversely affect his or her rights under a
Stock Right previously granted to him or her. With the consent of the
Participant affected, the Administrator may amend outstanding Option Agreements
and Stock Grant Agreements in a manner which may be adverse to the Participant
but which is not inconsistent with the Plan. In the discretion of the
Administrator, outstanding Option Agreements and Stock Grant Agreements may be
amended by the Administrator in a manner which is not adverse to the
Participant.

31.  EMPLOYMENT OR OTHER RELATIONSHIP.

     Nothing in this Plan or any Option Agreement or Stock Grant Agreement shall
be deemed to prevent the Company or an Affiliate from terminating the
employment, consultancy or director status of a Participant, nor to prevent a
Participant from terminating his or her own employment, consultancy or director
status or to give any Participant a right to be retained in employment or other
service by the Company or any Affiliate for any period of time.

32.  GOVERNING LAW.

     This Plan shall be construed and enforced in accordance with the law of the
State of Delaware, without regard to its principles of conflicts of law.





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