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                                                                   EXHIBIT 10.52

                            KEEN PERSONAL MEDIA, INC.

                            2000 STOCK INCENTIVE PLAN

        SECTION 1. INTRODUCTION. The Board of Directors (the "Board") of Keen
Personal Media, Inc., a Delaware corporation (the "Company"), adopted the KEEN
Personal Medial, Inc. 2000 Stock Incentive Plan (this "Plan") on October 17,
2000. This Plan was approved by the sole stockholder of the Company by written
consent dated October 17, 2000. The purpose of this Plan is to promote the
long-term success of the Company and the creation of stockholder value by
offering Key Employees an opportunity to acquire a proprietary interest in the
success of the Company, or to increase such interest, and to encourage such
selected persons to continue to provide services to the Company and to attract
new individuals with outstanding qualifications. This Plan seeks to achieve this
purpose by providing for Awards in the form of Options (which may be Incentive
Stock Options or Nonstatutory Stock Options) and Restricted Stock Awards. This
Plan shall be governed by, and construed in accordance with, the laws of the
State of Delaware (except its choice-of-law provisions).

        SECTION 2. DEFINITIONS. For the purposes of this Plan and any Stock
Option Agreement or Restricted Stock Agreement, the following terms shall have
the meanings indicated (unless otherwise provided in any Stock Option Agreement
or Restricted Stock Agreement):

               (a) "Award" means any Restricted Stock Award or any Option
granted under this Plan.

               (b) "Board" has the meaning set forth in the preamble hereto.

               (c) "Change in Control" means (i) a sale of all or substantially
all of the Company's assets, or (ii) any merger or consolidation of the Company
with or into another corporation if, after the consummation of such transaction,
the holders of the Company's capital stock immediately prior to such transaction
do not hold, immediately following such transaction and by virtue of their
ownership of such shares of capital stock, at least fifty percent (50%) of the
voting power of the surviving corporation or a Parent of such surviving
corporation. A transaction shall not constitute a Change in Control if its sole
purpose is to change the state of the Company's incorporation or to create a
holding company that will be owned in substantially the same proportions by the
persons who held the Company's securities immediately before such transaction.

               (d) "Code" means the Internal Revenue Code of 1986, as amended.

               (e) "Committee" means a committee consisting of one or more
members of the Board that is appointed by the Board (as described in Section 3)
to administer this Plan.


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               (f) "Common Stock" means the Company's common stock, par value
$0.001 per share.

               (g) "Company" has the meaning set forth in the preamble hereto.

               (h) "Consultant" means any individual who performs bona fide
services to the Company or a Subsidiary other than as an Employee, a Director or
a Non-Employee Director.

               (i) "Director" means any member of the Board who is also a
common-law employee of the Company, a Subsidiary or a Parent of the Company.

               (j) "Disability" means that the Key Employee is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
12 months.

               (k) "Employee" means any individual who is a common-law employee
of the Company, a Subsidiary or a Parent of the Company.

               (l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

               (m) "Exercise Price" in the case of an Option, means the amount
for which a Share may be purchased upon exercise of such Option, as specified in
the applicable Stock Option Agreement.

               (n) "Fair Market Value" means the fair market value of a Share,
as determined in good faith by the Committee on such basis as it deems
appropriate.

               (o) "Incentive Stock Option" or "ISO" means an incentive stock
option described in Code section 422(b).

               (p) "Key Employee" means an Employee, a Director, a Non-Employee
Director or a Consultant who has been selected by the Committee to receive an
Award under this Plan.

               (q) "Non-Employee Director" means a member of the Board who is
not a common-law employee of the Company, a Subsidiary or a Parent of the
Company.

               (r) "Nonstatutory Stock Option" or "NSO" means a stock option
that is not an ISO.

               (s) "Option" means an ISO or NSO granted under this Plan.

               (t) "Parent" of a corporation (the "first corporation") means any
other corporation in an unbroken chain of corporations ending with the first
corporation, if each of the corporations other than the first corporation owns
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of such other corporations in such chain or of
the first corporation.


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               (u) "Participant" means an individual or estate who holds an
Award.

               (v) "Plan" has the meaning set forth in the preamble hereto.

               (w) "Restricted Stock" means (i) Common Stock issued or sold to a
Participant under this Plan, other than upon the exercise of an Option or (ii)
Common Stock issued or sold to a Participant upon the early exercise of the
unvested portion of an Option as described in Section 6(d) below.

               (x) "Restricted Stock Agreement" means (i) the agreement between
the Company and the Participant receiving a Restricted Stock Award which
contains the terms, conditions and restrictions pertaining to such Restricted
Stock Award or (ii) the agreement between the Company and the Participant in
connection with the early exercise of the unvested portion of an Option as
described in Section 6(d) below which contains the terms, conditions and
restrictions pertaining to the Restricted Stock acquired upon such early
exercise.

               (y) "Restricted Stock Award" means a grant or sale of Restricted
Stock under this Plan other than a sale of Restricted Stock upon the early
exercise of the unvested portion of an Option as described in Section 6(d)
below.

               (z) "Securities Act" means the Securities Act of 1933, as
amended.

               (aa) "Service" means, unless otherwise provided in any Award,
service as an Employee, Director, Non-Employee Director of, or as a Consultant
to, the Company or any Subsidiary.

               (bb) "Share" means one share of Common Stock.

               (cc) "Stock Option Agreement" means the agreement between the
Company and the Participant receiving an Option that contains the terms,
conditions and restrictions pertaining to such Option.

               (dd) "Subsidiary" means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain. A corporation
that attains the status of a Subsidiary on a date after the adoption of this
Plan shall be considered a Subsidiary commencing as of such date.

               (ee) "10-Percent Stockholder" means an individual who owns more
than ten percent (10%) of the total combined voting power of all classes of
outstanding stock of the Company, or of any Parent of the Company or any
Subsidiary. In determining stock ownership, the attribution rules of section
424(d) of the Code shall be applied.


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        SECTION 3. ADMINISTRATION.

               (a) COMMITTEE COMPOSITION. This Plan shall be administered by a
Committee appointed by the Board. The Board shall designate one of the members
of the Committee as chairperson. If no Committee has been appointed, the entire
Board shall constitute the Committee. Members of the Committee shall serve for
such period of time as the Board may determine and shall be subject to removal
by the Board at any time. The Board may also at any time terminate the functions
of the Committee and reassume all powers and authority previously delegated to
the Committee.

               (b) AUTHORITY OF THE COMMITTEE. Subject to the provisions of this
Plan, the Committee shall have full authority and discretion to take any actions
it deems necessary or advisable for the administration of this Plan. Such
actions shall include (i) selecting Key Employees who are to receive Awards
under this Plan, (ii) determining the type, number, vesting requirements and
other features and conditions of such Awards, (iii) interpreting this Plan, and
(iv) making all other decisions relating to the operation of this Plan. The
Committee may adopt such rules or guidelines as it deems appropriate to
implement this Plan. The Committee's determinations under this Plan shall be
final and binding on all persons.

               (c) FINANCIAL REPORTS. To the extent required by applicable law,
and not less often than annually, the Company shall furnish to Participants the
Company's summary financial information including a balance sheet regarding the
Company's financial condition and results of operations, unless such
Participants have duties with the Company that assure them access to equivalent
information. Such financial statements need not be audited.

        SECTION 4. ELIGIBILITY. Only Employees, Directors, Non-Employee
Directors and Consultants shall be eligible for designation as Key Employees by
the Committee. Only Key Employees who are common-law employees of the Company or
a Subsidiary or of a Parent of the Company shall be eligible for the grant of
ISOs. An Option may be granted to any Key Employee who is a 10-Percent
Stockholder only if such Option meets the requirements set forth in section
422(c)(5) of the Code.

        SECTION 5. SHARES SUBJECT TO THIS PLAN. The stock issuable under this
Plan shall be authorized but unissued Shares or treasury Shares. The aggregate
number of Shares issued pursuant to this Plan at any time plus the aggregate
number of Shares reserved for Awards under this Plan at such time shall not at
any time exceed Sixteen Million (16,000,000) Shares (which number shall be
subject to adjustment as provided in Section 8). If Options are forfeited or if
Options terminate for any other reason before being exercised, then the Shares
reserved for issuance pursuant to such Options shall again become available for
Awards under this Plan. If Shares which were issued as Restricted Stock under
this Plan are repurchased or otherwise reacquired by the Company, then such
Shares shall again become available for Awards under this Plan.


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        SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

               (a) STOCK OPTION AGREEMENT. Each Option granted under this Plan
shall be evidenced by a Stock Option Agreement between the Participant receiving
such Option and the Company. All Options shall be subject to (i) all applicable
terms and conditions of this Plan and (ii) any and all terms and conditions that
are necessary to ensure that the granting of Options under this Plan is exempt
from the qualification or registration requirements of all applicable federal
and state securities laws, rules and regulations. In addition, any Option may be
subject to such other terms and conditions not inconsistent with this Plan that
the Committee deems appropriate for inclusion in a Stock Option Agreement. The
provisions of the various Stock Option Agreements entered into under this Plan
need not be identical. Each Stock Option Agreement shall specify whether the
Option is an ISO or a NSO.

               (b) NUMBER OF SHARES. Each Stock Option Agreement shall specify
the number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 8. The number of shares
covered by Options granted to any Participant shall not exceed 5,000,000 (which
number shall be subject to adjustment as provided in Section 8).

               (c) EXERCISE PRICE. An Option's Exercise Price shall be
established by the Committee and set forth in the Stock Option Agreement
evidencing such Option. To the extent required by law, the Exercise Price of an
ISO shall not be less than 100% of the Fair Market Value (110% for 10-Percent
Stockholders) of a Share on the date of grant. Without limiting the generality
of clause (ii) of the first sentence of Section 6(a), to the extent required to
ensure that the granting of Options under this Plan is exempt from the
qualification or registration requirements of all applicable federal and state
securities laws, rules and regulations, the Exercise Price for an NSO may not be
less than 85% (or such other percentage as may be specified in any such law,
rule or regulation) of the Fair Market Value of a Share on the date of grant,
but otherwise need not be equal to or greater than, or any percentage of, Fair
Market Value on the date of grant. The Exercise Price for a NSO may also vary in
accordance with a predetermined formula.

               (d) EXERCISABILITY AND TERM. Each Stock Option Agreement shall
specify the date when all or any installment of the Option is to become
exercisable. Without limiting the generality of clause (ii) of the first
sentence of Section 6(a), to the extent required to ensure that the granting of
Options under this Plan is exempt from the qualification or registration
requirements of all applicable federal and state securities laws, rules and
regulations, Options shall vest at least at the rate of 20% (or such other
percentage as may be specified in any such law, rule or regulation) annually
over a five-year period, subject to such reasonable conditions as may be
specified in the Stock Option Agreement evidencing such Option. Without limiting
the generality of clause (ii) of the first sentence of Section 6(a), to the
extent a Stock Option Agreement provides for vesting requirements, such
requirements shall be such as to ensure that the granting of Options under this
Plan is exempt from the qualification or registration requirements of all
applicable federal and state securities laws, rules and regulations. Each Stock
Option Agreement shall also specify the term of


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the Option; provided that the term of an ISO, and to the extent required by
applicable law, a NSO, shall in no event exceed ten (10) years from the date of
grant (five (5) years for ISO's granted to 10-Percent Stockholders). Options
shall be exercisable for the period or periods following termination of Service
under different circumstances as may be set forth in the Stock Option Agreement;
provided, however, that such period or periods shall be such as to ensure that
the granting of Options under this Plan is exempt from the qualification or
registration requirements of all applicable federal and state securities laws,
rules and regulations. No Option may be exercised after the expiration date
provided in the applicable Stock Option Agreement. A Stock Option Agreement may
provide for accelerated exercisability upon the occurrence of certain events. A
Stock Option Agreement may also permit the Participant holding an Option to
exercise such Option before it is vested, subject to the Company's right to
repurchase any Shares acquired under the unvested portion of the Option (an
"early exercise") at cost, which right of repurchase shall lapse at the same
rate as the Option would have vested had there been no early exercise. To the
extent an Option permits early exercise, the Option Agreement shall set forth,
or shall, as a condition to such exercise, require the Participant to enter into
a Restricted Stock Agreement that sets forth, the terms, conditions and
restrictions pertaining to the Restricted Stock acquired upon such early
exercise, which terms, conditions and restrictions shall be consistent with the
provisions of Section 7 of this Plan. In no event shall the Company be required
to issue fractional Shares upon the exercise of an Option.

               (e) EFFECT OF A CHANGE IN CONTROL. Except as may be otherwise
provided in a particular Stock Option Agreement, in the event of a Change in
Control, each outstanding Option shall be assumed or an equivalent option or
right shall be substituted by the successor corporation or a Parent or a
subsidiary of such successor corporation, unless such successor corporation,
Parent or subsidiary does not agree to assume the outstanding Options, in which
case such Options shall terminate upon the consummation of the Change in
Control; provided, however, that, except as may otherwise be provided in any
Option Agreement, if any outstanding Option would otherwise terminate in
accordance with the foregoing, the holder of such Option shall have the right,
exercisable for a period of at least ten days prior to the consummation of such
Change in Control, to exercise such Option in whole or in part without regard to
the vesting provisions thereof. For purposes of this Section 6(e), an Option
shall be considered assumed, without limitation, if, at the time of issuance of
the stock or other consideration upon a Change in Control, each holder of an
Option would be entitled to receive upon exercise of the Option the same number
and kind of shares of stock or the same amount of property, cash or securities
as such holder would have been entitled to receive upon the occurrence of the
transaction if the holder had been, immediately prior to such transaction, the
holder of the number of Shares covered by the Option at such time (after giving
effect to any adjustments in the number of Shares covered by the Option as
provided for in Section 8); provided however that if such consideration received
in the transaction is not solely common stock of the successor corporation or
its Parent, the Committee may, with the consent of the successor corporation,
provide for the consideration to be received upon exercise of the Option to be
solely common stock of the successor corporation or its Parent equal to the Fair
Market Value of the per Share consideration received by holders of Common Stock
in the transaction.


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               (f) MODIFICATIONS OR ASSUMPTION OF OPTIONS. Within the
limitations of this Plan, the Committee may modify, extend or assume outstanding
Options or may accept the cancellation of outstanding options (whether granted
by the Company or by another issuer). The foregoing notwithstanding, no
modification of an Option shall, without the consent of the Participant holding
such Option, alter or impair his or her rights or obligations under such Option.

               (g) RESTRICTIONS ON TRANSFER. Any Shares issued upon exercise of
an Option shall be subject to such rights of repurchase, rights of first refusal
and other transfer restrictions as the Committee may determine. Such
restrictions shall apply in addition to any restrictions that may apply to
holders of Shares generally and shall also comply with any requirements of any
law, rule or regulation to the extent such compliance is required to ensure that
the granting of Options under this Plan is exempt from the qualification or
registration requirements of all applicable federal and state securities laws,
rules and regulations.

               (h) PAYMENT OF EXERCISE PRICE OF OPTIONS. The Exercise Price of
any Option shall be payable in cash or as otherwise expressly permitted by the
provisions of the applicable Stock Option Agreement. A Stock Option Agreement
may specify that payment for all or any part of the Exercise Price of any Option
may be made (i) with Shares which have already been owned by the Participant
exercising such Option for at least six months or for such other duration as may
be specified by the Committee (such Shares shall be valued at their Fair Market
Value on the date of exercise), (ii) with a full recourse promissory note or
(iii) in any other form that is consistent with applicable laws, regulations and
rules. The foregoing notwithstanding, the Exercise Price of an Option may be
paid only as expressly provided in the applicable Stock Option Agreement, unless
otherwise expressly authorized by the Committee.

        SECTION 7. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.

               (a) RESTRICTED STOCK AWARDS. Restricted Stock Awards may be
granted by issuing Shares pursuant to the terms of a Restricted Stock Agreement
between the Participant and the Company. Each Restricted Stock Award shall be
subject to (i) all applicable terms and conditions of this Plan and (ii) any and
all terms and conditions that are necessary to ensure that the granting of
Restricted Stock Awards under this Plan is exempt from the qualification or
registration requirements of all applicable federal and state securities laws,
rules and regulations. In addition, any Restricted Stock Award may be subject to
such other terms and conditions not inconsistent with this Plan that the
Committee deems appropriate for inclusion in a Restricted Stock Agreement. The
provisions of the various Restricted Stock Agreements entered into under this
Plan need not be identical. The number of Shares covered by Restricted Stock
Awards granted to any Participant shall not exceed 5,000,000 (which number shall
be subject to adjustment as provided in Section 8).

               (b) PURCHASE PRICE. Without limiting the generality of clause
(ii) of the first sentence of Section 7(a), to the extent required to ensure
that the granting of Restricted Stock Awards under this Plan is exempt from the
qualification or registration requirements of all applicable federal and state
securities laws, rules and regulations, the purchase price for Restricted Stock
purchased pursuant to a Restricted Stock Award shall be at least 85% (or such
other percentage as


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may be specified in any such law, rule or regulation) of the Fair Market Value
of a Share on the date of grant or at the time the purchase is consummated, or
(ii) 100% (or such other percentage as may be specified in any such law, rule or
regulation) of the Fair Market Value of a Share on the date of grant or at the
time the purchase is consummated if the Participant receiving such Restricted
Stock Award is a 10-Percent Stockholder at such time, but otherwise need not be
equal to or greater than, or any percentage of, Fair Market Value on the date of
grant or at the time of purchase.

               (c) VESTING CONDITIONS. Each Restricted Stock Award shall become
vested, in full or in installments, upon satisfaction of the conditions
specified in the Restricted Stock Agreement. To the extent a Restricted Stock
Award is subject to vesting requirements, such requirements (and the related
repurchase rights with respect to vested and unvested shares) shall be such as
to ensure that the granting of Restricted Stock Awards under this Plan is exempt
from the qualification or registration requirements of all applicable federal
and state securities laws, rules and regulations. A Restricted Stock Agreement
may provide for accelerated vesting upon the occurrence of certain events.
Except as may be otherwise provided in a particular Restricted Stock Agreement,
in the event the shares of Restricted Stock subject to any Restricted Stock
Agreement are converted into any other kind of security or property (including
cash) at any time by virtue of a merger, consolidation or reclassification, such
security or property shall continue to be subject to the vesting restrictions
set forth in such Restricted Stock Agreement following such conversion;
provided, however, that if such transaction constitutes a Change in Control and
the outstanding Options are not being assumed or replaced by equivalent options
or rights as contemplated by the first sentence of Section 6(e) above (as a
result of which, such Options may be exercised without regard to the vesting
provisions thereof as provided in Section 6(e) above), then the vesting
restrictions set forth in such Restricted Stock Agreement shall terminate upon
such Change in Control and all of the shares of Restricted Stock shall be deemed
vested upon the consummation of such Change in Control.

               (d) VOTING RIGHTS. The holders of Restricted Stock shall have the
same voting, dividend and other rights as the Company's other stockholders.

        SECTION 8. CERTAIN ADJUSTMENTS. In the event of a subdivision of the
outstanding Shares, a declaration of a dividend payable in Shares, a combination
or consolidation of the outstanding Shares (by reclassification or otherwise)
into a lesser number of Shares, a recapitalization, a spinoff or a similar
occurrence, the Committee shall make such adjustments as it, in its sole
discretion, deems appropriate in one or more of (i) the number and kind of
securities available for future Awards; (ii) the number and kind of securities
covered by each outstanding Option; and (iii) the Exercise Price of each
outstanding Option. Except as provided in this Section 8 or to the extent a
Participant holds Restricted Stock or Shares issued upon exercise of a Stock
Option, a Participant shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, or the payment of any stock
dividend. In the event that the Company is a party to a merger or other
reorganization, outstanding Options and shares of Restricted Stock shall be
subject to the agreement of merger or reorganization. Such agreement may
provide, without limitation, for the assumption of outstanding Awards by the
surviving corporation or its Parent or


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for their continuation by the Company (if the Company is a surviving
corporation), for accelerated vesting and accelerated expiration, for settlement
in cash or for cancellation.



        SECTION 9. LIMITATIONS ON RIGHTS.

               (a) RETENTION RIGHTS. Neither this Plan nor any Award granted
under this Plan shall be deemed to give any individual a right to remain an
employee, consultant or director of the Company, a Subsidiary or a Parent of the
Company. The Company, each Subsidiary and each Parent of the Company reserve the
right to terminate the service of any person at any time, and for any reason,
subject to applicable laws and any written employment agreement with such
person.

               (b) STOCKHOLDERS' RIGHTS. A Participant shall have no dividend
rights, voting rights or other rights as a stockholder with respect to any
Shares covered by any Award prior to the issuance of a stock certificate for
such Shares. No adjustment shall be made for cash dividends or other rights for
which the record date is prior to the date when such certificate is issued,
except as otherwise expressly provided herein.

               (c) REGULATORY REQUIREMENTS. Any other provision of this Plan
notwithstanding, the obligation of the Company to issue Shares under this Plan
shall be subject to all applicable laws, rules and regulations and such approval
by any regulatory body as may be required. The Company reserves the right to
restrict, in whole or in part, the delivery of Shares pursuant to any Award
prior to the satisfaction of all legal requirements relating to the issuance of
such Shares, to their registration, qualification or listing or to an exemption
from registration, qualification or listing.

        SECTION 10. WITHHOLDING TAXES. To the extent required by applicable
federal, state, local or foreign law, a Participant or his or her successor
shall make arrangements satisfactory to the Company for the satisfaction of any
withholding tax obligations that arise in connection with this Plan. The Company
shall not be required to issue any Shares or make any cash payment under this
Plan until such obligations are satisfied. If a public market for the Company's
Shares exists, the Committee may permit a Participant to satisfy all or part of
his or her withholding or income tax obligations by having the Company withhold
all or a portion of any Shares that otherwise would be issued to him or her or
by surrendering all or a portion of any Shares that he or she previously
acquired. Such Shares shall be valued at their Fair Market Value on the date
when taxes otherwise would be withheld in cash. Any payment of taxes by
assigning Shares to the Company may be subject to restrictions, including any
restrictions required by rules of the Securities and Exchange Commission.

        SECTION 11. ASSIGNMENT OR TRANSFER OF AWARDS. Except as provided in
Section 10, or in an applicable agreement, or as required by applicable law, an
Award granted under this Plan shall not be anticipated, assigned, attached,
garnished, optioned, transferred or made subject to any creditor's process,
whether voluntarily, involuntarily or by operation of law; provided,


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however, that this Section 11 shall not preclude a Participant from designating
a beneficiary who will receive any outstanding Awards in the event of the
Participant's death, nor shall it preclude a transfer of Awards by will or by
the laws of descent and distribution. Except as otherwise provided in the
applicable Stock Option Agreement, an Option may be exercised during the
lifetime of the Participant holding such Option only by such Participant or such
Participant's guardian or legal representative. Any act in violation of this
Section 11 shall be void. Except to the extent required to ensure that the
granting of Options and Restricted Stock Awards under this Plan is exempt from
the qualification or registration requirements of all applicable federal and
state securities laws, rules and regulations, neither this Section 11 nor any
other provision of this Plan shall preclude a Participant from transferring or
assigning Shares issued or issuable upon exercise of an Option or shares of
Restricted Stock to (a) the trustee of a trust that is revocable by such
Participant alone, both at the time of the transfer or assignment and at all
times thereafter prior to such Participants death, or (b) the trustee of any
other trust to the extent approved in advance by the Committee in writing,
provided that a further transfer or assignment from such trustee to any person
other than such Participant shall be permitted only to the extent approved in
advance by the Committee in writing, and Shares held by such trustee shall be
subject to all of the conditions and restrictions set forth in this Plan and in
the applicable Award, as if such trustee were a party to such Award.

        SECTION 12. DURATION AND AMENDMENTS. This Plan, as set forth herein,
became effective on October 17, 2000, the date on which this Plan was adopted
and approved by the Board and the sole stockholder of the Company. This Plan
shall terminate on October 17, 2010 unless terminated prior to such date as
provided in this Section 12. The Board may amend or terminate this Plan at any
time and for any reason. The termination of this Plan, or any amendment thereof,
shall not affect any Award previously granted under this Plan. No Awards shall
be granted under this Plan after this Plan's termination. An amendment of this
Plan shall be subject to the approval of the Company's stockholder(s) only to
the extent required by any applicable laws, rules or regulations.

        To record the adoption of this Plan by the Board and the approval of
this Plan by the sole stockholder of the Company, the Company has caused this
Plan to be executed by the undersigned officer of the Company as of the 17th day
of October 2000.

                                      KEEN PERSONAL MEDIA INC.

                                      By:       /s/ Russell M. Krapf
                                         -------------------------------------
                                      Title:     President & CEO
                                            ----------------------------------


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