ZANETT INCENTIVE STOCK OPTION PLAN

Planet Zanett, Inc. and Subsidiaries

Purpose

The purpose of the Planet Zanett, Inc. Incentive Stock Plan
(the "Plan") is to encourage employees and directors of, and
consultants to, Planet Zanett, Inc. (the "Company") and of any
eligible present or future subsidiaries of Zanett (each, a
"related sub" and together with the Company, the "Zanett Group")
and other individuals who render services to the Zanett Group,
by providing opportunities to participate in the ownership of
the Company and its future growth through

(a)	the grant of options which may qualify as "incentive
stock options" under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") (each
such option, an "ISO");
(b)	the grant of options which do not qualify as
"incentive stock options" under Section 422 of the
Code, (each such non-qualified option, a "NQO");
(c)	awards of stock in the Company (each, an "Award");
(d)	stock appreciation rights ("SARs"), and
(e)	opportunities to make direct purchases of stock in
the Company (each, a "Purchase").

ISOs, NQOs, Awards, SARs and authorizations to make Purchases
are collectively referred to as "Stock Rights".  ISOs and NQOs
are collectively referred to as "Options".  Recipients of Stock
Rights are referred to as "Grantees".

The Board of Directors of the Company believes that the
grant of Stock Rights will be a significant factor in the growth
and success of the Company and will help it attract, retain and
motivate qualified employees, directors, consultants and
advisers.   The Board of Directors further believes that Stock
Rights provide a strong incentive to employees and directors of
the Company to put forth their best efforts to ensure the
Company's success and, additionally, that Stock Rights are a
means of rewarding individuals without depleting the cash
resources of the Company.

Summary Description

All employees (including officers and directors) of the
Company (and any related sub) and non-employee directors,
consultants and independent contractors providing services to
the Company (or any subsidiaries) are eligible to receive Stock
Rights under the Plan. The Plan is not subject to the Employee
Retirement Income Security Act of 1974. The Plan permits the
granting of Stock Rights to employees and non-employee officers,
directors and agents of the Company in the form of ISOs, NQOs,
Awards, SARs and Purchases.  It is administered by the Board of
Directors or by a committee appointed by the Board of Directors.

The Plan gives broad powers to the Board or Committee to
administer and interpret the Plan, including the authority to
select the individuals to be granted Stock Rights, and to
prescribe the particular form and conditions of each Stock Right
granted.

Certain Tax Matters

Currently, the Board of Directors does not contemplate that
Stock Rights granted under the Plan shall be in the form of ISOs
- incentive stock options - meeting the requirements of Section
422 of the Code, but rather it contemplates that Options granted
hereunder will consist of non-qualified options that do not meet
the requirements of Section 422.  Upon exercising a non-
qualified stock option, the Grantee must recognize ordinary
income equal to the excess of the fair market value of the
shares of Common Stock of the Company acquired on the date of
exercise over the exercise price, and the Company will be
entitled at that time to a tax deduction for the same amount.
The tax consequence to aGrantee upon a disposition of shares
acquired through the exercise of an Option will depend upon how
long the shares have been held. Generally, there will be no tax
consequence to the Company in connection with disposition of
shares acquired under a NQO, except that the Company may be
entitled to a tax deduction in the case of a disposition of
shares acquired under an incentive stock option before the
applicable incentive stock option holding periods set forth in
the Code have been satisfied. In general, the tax consequences
to the Company and to recipients of Stock Rights other than
ISO's or NQO's (such as an Award of restricted stock) will be
governed by principles relating to transfer of property in
consideration of services, including Section 83 of the Code.


ZANETT STOCK PLAN

1. Purpose of Plan

This Plan shall be known as the "ZANETT STOCK PLAN" and is
hereinafter referred to as the "Plan".


The purpose of the Planet Zanett, Inc. Incentive Stock Plan
(the "Plan") is to encourage employees and directors of, and
consultants to, Planet Zanett, Inc. (the "Company") and of any
eligible present or future subsidiaries of Zanett (each, a
"related sub" and together with the Company, the "Zanett Group")
and other individuals who render services to the Zanett Group
to put forth their best efforts to help the Company succeed, by
providing opportunities to participate in its ownership and
future growth through:

(a)	the grant of options which may qualify as "incentive
stock options" under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") (each
such option, an "ISO");
(b)	the grant of options which do not qualify as
"incentive stock options" under Section 422 of the
Code, (each such non-qualified option, a "NQO");
(c)	awards of stocks in the Company (each, an "Award");
(d)	stock appreciation rights ("SARs"), and
(e)	opportunities to make direct purchases of stock in
the Company (each, a "Purchase").

ISOs, NQOs, Awards, SARs and authorization to make Purchases are
collectively referred to as "Stock Rights".  ISOs and NQOs are
collectively referred to as "Options".  Recipients of Stock
Rights are referred to as "Grantees".


Currently, the Board of  Directors does not contemplate that
Stock Rights granted hereunder shall be in the form of ISOs -
incentive stock options - meeting the requirements of Section
422 of the Code, but rather it contemplates that Options will be
non-qualified options that do not meet the requirements of
Section 422.

2. Stock Subject to Plan

Subject to the provisions of Section 14 hereof, the stock
to be subject to Stock Rights under the Plan shall be the
authorized shares of Common Stock of the Company, $.001 par
value (the "Common Shares"). Such shares may be either
authorized but un-issued shares, or issued shares, which have
been reacquired by the Company.  The maximum number of Common
Shares on which Stock Rights may be granted under this Plan
shall be 5,00,000, subject to adjustment as provided in Section
14 hereof.

If a Stock Right under the Plan expires, terminates or is
unexercised for any reason with respect to any Common Shares,
such shares shall again be available for Stock Rights thereafter
granted during the term of the Plan.




3. Administration of the Plan

(a) The Plan shall be administered by the Board of
Directors of the Company or a committee thereof (the
"Committee"), subject to the provisions of Section 3(b) hereof.
The members of any such committee shall be appointed by and
serve at the pleasure of the Board of Directors. If no committee
is appointed by the Board, the Committee shall be comprised of
all of the members of the Board of Directors.

(b) Notwithstanding, Section 3(a) hereof, all Stock Rights
granted under this Plan to officers, directors and others who
are subject to Section 16 under the Securities Exchange Act of
1934, as amended (the "1934 Act"), and the rules and regulations
of the Securities and Exchange Commission promulgated thereunder
("Section 16 Regulations"), shall be made exclusively by a
committee (the "Disinterested Committee") comprised of at least
two members of the Board of Directors who qualify as
"disinterested" plan administrators under Section 16
Regulations, or whose administration otherwise qualifies
transactions under the Plan as exempt from Section 16(b) of the
1934 Act. All references hereinafter to the "Committee" shall
mean the "Disinterested Committee" if the action to be taken in
administration of the Plan must be taken by the Disinterested
Committee.

(c) The Committee shall have plenary authority in its
discretion, but subject to the express provisions of the Plan:
(i) to determine the purchase price of the Common Stock covered
by each Stock Right, (ii) to determine the persons to whom and
the time or times at which such Stock Right shall be granted and
the number of shares to be subject to each, (iii) to determine
the form of payment to be made upon the exercise of a Stock
Right, either cash, Common Shares of the Company or a
combination thereof, (iv) to determine the terms of exercise of
each Stock Right, (v) to accelerate the time at which all or any
part of a Stock Right may be exercised, (vi) to amend or modify
the terms of any Stock Right with the consent of the Grantee,
(vii) to interpret the Plan, (viii) to prescribe, amend and
rescind rules and regulations relating to the Plan, (ix) to
determine the terms and provisions of each Stock Right agreement
under the Plan (which agreements need not be identical),
including the designation of any options intended to be ISOs,
and (x) to make all other determinations necessary or advisable
for the administration of the Plan, subject to the exclusive
authority of the Board of Directors under Section 15 herein to
amend or terminate the Plan. The Committee's determinations on
the foregoing matters, unless otherwise disapproved by the Board
of Directors of the Company, shall be final and conclusive.

(d) The Committee may select one of its members as its
Chairman and shall hold its meetings at such times and places as
it may determine. A majority of its members shall constitute a
quorum. All determinations of the Committee shall be made by not
less than a majority of its members. Any decision or
determination reduced to writing and signed by all of the
members of the Committee shall be fully effective as if it had
been made by a majority vote at a meeting duly called and held.
The grant of a Stock Right shall be effective only if a written
agreement shall have been duly executed and delivered by and on
behalf of the Company following such grant. The Committee may
appoint a Secretary and may make such rules and regulations for
the conduct of its business, as it shall deem advisable.

4. Eligibility

ISOs may only be granted under this Plan to any employee
(which term as used herein includes, but is not limited to,
officers and directors who are also employees) of the Company
and of its related subs. Full or part-time employees, non-
employee members of the Board of Directors, and non-employee
consultants, agents or independent contractors to the Company or
one of its related subs shall be eligible to receive NQOs, SARs,
Awards and authorizations to make Purchases; provided, however,
that no member of the Disinterested Committee shall act upon the
granting to him/herself of Stock Rights, but any such member may
be counted in determining the existence of a quorum at any
meeting of the Board or Committee during which action is taken
with respect to the granting of Stock Rights to such member.
In determining the persons to whom Stock Rights shall be granted
and the number of Common Shares subject to each, the Committee
may take into account the nature of services rendered by the
respective employees or consultants, their present and potential
contributions to the success of the Company and such other
factors as the Committee in its discretion shall deem relevant.
A person who has been granted a Stock Right under this Plan may
be granted additional Stock Rights under the Plan if the
Committee shall so determine; provided, however, that for ISOs,
to the extent the aggregate fair market value (determined at the
time the ISO is granted) of the Common Shares with respect to
which all ISOs are exercisable for the first time by an employee
during any calendar year (under all plans described in
subsection (d) of Section 422 of the Code of his employer
corporation and its parent and subsidiary corporations) exceeds
$100,000, such options shall be treated as options which do not
qualify as incentive stock options. Nothing in the Plan or in
any agreement thereunder shall confer on any employee any right
to continue in the employ of the Company or any of its related
subs or affect, in any way, the right of the Company or any of
its related subs to terminate his or her employment at the time.

5. Price

The option price for all ISOs granted under the Plan shall
be determined by the Committee but shall not be less than 100%
of the fair market value of the Common Shares at the date of
grant of such option.  The option price for options granted
under the Plan that do not qualify as ISOs, and, if applicable,
the purchase price for all Awards or other Stock Rights shall
also be determined by the Committee and may be other than 100%
of the fair market value of the Common Shares.  For purposes of
the preceding sentence and for all other valuation purposes
under the Plan, the fair market value of the Common Shares shall
be as reasonably determined by the Committee.  If on the date of
grant of any Stock Right hereunder the Common Shares are not
traded on an established securities market, the Committee shall
make a good faith attempt to satisfy the requirements of this
Section 5 and in connection therewith shall take such action as
it deems necessary or advisable.

6. Term

Each Stock Right and all rights and obligations thereunder
shall expire on the date determined by the Committee and
specified in the Stock Right agreement. The Committee shall be
under no duty to provide terms of like duration for Stock Rights
granted under the Plan, but the term of an Option may not extend
more than ten (10) years from the date of grant of such option.

7. Exercise of Stock Right

(a) The Committee shall have full and complete authority to
determine whether a Stock Right will be exercisable in full at
any time or from time to time during the term thereof, or to
provide for the exercise thereof in such installments, upon the
occurrence of such events (such as termination of employment for
any reason) and at such times during the term of the Stock Right
as the Committee may determine and specify in the Stock Right
agreement.

(b) The exercise of any Stock Right granted hereunder shall
only be effective at such time that the sale of Common Shares
pursuant to such exercise will not violate any state or federal
securities or other laws.

(c) A Stock Right holder electing to exercise his/her Stock
Rights shall give written notice to the Company at its principal
office address, or to such transfer agent as the Company shall
designate from time to time.  Such notice shall identify the
Stock Right being exercised and specify the number of Common
Shares subject to such exercise. The full purchase price of such
shares shall be tendered with such notice of exercise.  Payment
for such shares shall be made to the Company either (a) in
United States dollars in cash or check, or, (b) at the
discretion of the Committee and as specified by the Committee,
(i) by delivering certificates for the Company's Common Shares
already owned by the holder having a fair market value as of the
date of grant equal to the cash exercise price of the Stock
Rights or (ii) a combination of cash and such shares, or (c) at
the discretion of the Company and consistent with applicable
law, through the delivery of an assignment to the Company of a
sufficient amount of the proceeds from the sale of the Common
Shares acquired upon exercise of the Stock Rights and an
authorization to the broker or selling agent to pay that amount
to the Company, or (d) at the discretion of the Company, by any
combination of (a), (b) and (c) above.  Until such person has
been issued the Common Shares subject to such exercise, he or
she shall possess no rights as a shareholder with respect to
such shares.

8. Additional Restrictions

The Committee shall have full and complete authority to
determine whether all or any part of the Common Shares of the
Company acquired upon exercise of any of the Stock Rights
granted under the Plan shall be subject to restrictions on the
transferability thereof or any other restrictions affecting in
any manner the holder's rights with respect thereto, but any
such restriction shall be contained in the agreement relating to
such Stock Rights.

9. Alternative Stock Appreciation Rights

(a) Grant. At the time of grant of a Stock Right under the
Plan (or at any other time), the Committee, in its discretion,
may grant a "Stock Appreciation Right" evidenced by an agreement
in such form as the Committee shall from time to time approve.
Any such SAR may be subject to restrictions on the exercise
thereof as may be set forth in the agreement representing such
SAR which agreement shall comply with and be subject to the
following terms and conditions and any additional terms and
conditions established by the Committee that are consistent with
the terms of the Plan.

(b) Exercise. A SAR shall be exercised by the delivery to
the Company of a written notice which shall state that the
holder thereof elects to exercise his/her SAR as to the number
of Common Shares specified in the notice and which shall further
state what portion, if any, of the SAR exercise amount
(hereinafter defined) the holder thereof requests be paid to in
cash and what portion, if any, is to be paid in Common Shares of
the Company. The Committee promptly shall cause to be paid to
such holder the SAR exercise amount either in cash, in Common
Shares of the Company, or any combination of cash and shares as
the Committee may determine. Such determination may be either in
accordance with the request made by the holder of the SAR or in
the sole and absolute discretion of the Committee. The SAR
exercise amount is the excess of the fair market value of one
Common Share on the date of exercise over the per share exercise
price at the time of the grant of such SAR, multiplied by the
number of shares as to which the SAR is exercised. For the
purposes hereof, the fair market value of the Common Shares
shall be determined as provided in Section 5 herein.

10. Ten Percent Shareholder Rule

Notwithstanding any other provision in the Plan, if at the
time an Option is granted pursuant to the Plan the Grantee owns
directly or indirectly (within the meaning of Section 425(d) of
the Code) Common Shares possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of
the Company or its parent or subsidiary corporations, if any
(within the meaning of Section 422(b)(6) of the Code), then any
ISO to be granted to such Grantee pursuant to the Plan shall
satisfy the requirements of Section 422(c)(6) of the Code, and
the option price shall be not less than 110% of the fair market
value of the Common Shares determined as described herein, and
such Option by its terms shall not be exercisable after the
expiration of five (5) years from the date such option is
granted.

11. Non-Transferability

Except as otherwise provided in a Stock Right agreement, no
Stock Right granted under the Plan shall be transferable by a
GGrantee, otherwise than by will or the laws of descent or
distribution, and during the lifetime of a GranteeGrantee, the
Stock Right shall be exercisable only by such GranteeGrantee.

12. Restricted Stock Awards

(a) The Committee may grant Awards of Common Shares subject
to forfeiture and transfer restrictions. Any restricted stock
Award shall be evidenced by an agreement in such form as the
Committee shall from time to time approve, which agreement shall
comply with and be subject to the following terms and conditions
and any additional terms and conditions established by the
Committee that are consistent with the terms of the Plan:

(b) Grant of Restricted Stock Awards. Each restricted stock
Award made under the Plan shall be for such number of Common
Shares as shall be determined by the Committee and set forth in
the agreement containing the terms of such Award, such as a
period of time during which the Grantee must remain in the
continuous employment of the Company in order for the forfeiture
and transfer restrictions to lapse. If the Committee so
determines, the restrictions may lapse during such restricted
period in installments with respect to specified portions of the
Common Shares covered by the Award. The agreement may also, in
the discretion of the Committee, set forth performance or other
conditions that will subject the Common Shares to forfeiture and
transfer restrictions. The Committee may, at its discretion,
waive all or any part of the restrictions applicable to any or
all outstanding restricted stock Awards.

(c) Delivery of Common Shares and Restrictions. At the time
of a restricted stock Award, a certificate representing the
number of Common Shares awarded thereunder shall be registered
in the name of the Grantee. Such certificate shall be held by
the Company or any custodian appointed by the Company for the
account of the GGrantee subject to the terms and conditions of
the Plan, and shall bear such a legend setting forth the
restrictions imposed thereon as the Committee, in its
discretion, may determine. The Grantee shall have all rights of
a shareholder with respect to the Common Shares, including the
right to receive dividends and the right to vote such shares,
and the Committee shall generally impose certain restrictions
including the following: (i) the Grantee shall not be entitled
to delivery of the stock certificate until the expiration of the
restricted period and the fulfillment of any other restrictive
conditions set forth in the restricted stock agreement with
respect to such Common Shares; (ii) none of the Common Shares
may be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered or disposed of during such restricted
period or until after the fulfillment of any such other
restrictive conditions; and (iii) except as otherwise determined
by the Committee, all of the Common Shares shall be forfeited
and all rights of the Grantee to such Common Shares shall
terminate, without further obligation on the part of the
Company, unless the Grantee remains in the continuous employment
of the Company for the entire restricted period in relation to
which such Common Shares were granted and unless any other
restrictive conditions relating to the restricted stock award
are met. Any Common Shares, any other securities of the Company
and any other property (except for cash dividends) distributed
with respect to the Common Shares subject to restricted stock
awards shall be subject to the same restrictions, terms and
conditions as such restricted Common Shares.

(d) Termination of Restrictions. At the end of the
restricted period and provided that any other restrictive
conditions of the restricted stock Award are met, or at such
earlier time as otherwise determined by the Committee, all
restrictions set forth in the agreement relating to the
restricted stock Award or in the Plan shall lapse as to the
restricted Common Shares subject thereto, and a stock
certificate for the appropriate number of Common Shares, free of
the restrictions and the restricted stock legend, shall be
delivered to the Grantee or his/her beneficiary or estate, as
the case may be.

13. Performance Awards

The Committee is further authorized to grant Performance
Awards. Subject to the terms of this Plan and any applicable
Award agreement, a Performance Award granted under the Plan (i)
may be denominated or payable in cash, Common Shares of the
Company (including, without limitation. restricted stock), other
securities, other awards, or other property and (ii) shall
confer on the holder thereof rights valued as determined by the
Committee, in its discretion, and payable to, or exercisable by,
the holder of the Performance Awards, in whole or in part, upon
the achievement of such performance goals during such
performance periods as the Committee, in its discretion, shall
establish. Subject to the terms of this Plan and any applicable
Award agreement, the performance goals to be achieved during any
performance period, the length of any performance period, the
amount of any Performance Award granted, and the amount of any
payment or transfer to be made by the Company under any
Performance Award shall be determined by the Committee.

14. Dilution or Other Adjustments

If there shall be any change in the Common Shares through
merger, consolidation, reorganization, recapitalization,
dividend in the form of stock (of whatever amount), stock split
or other change in the corporate structure, appropriate
adjustments in the Plan and outstanding Stock Rights shall be
made by the Committee. In the event of any such changes,
adjustments shall include, where appropriate, changes in the
aggregate number of shares subject to the Plan, the number of
shares and the price per share subject to outstanding Stock
Rights and the amount payable upon exercise of outstanding
Awards, in order to prevent dilution or enlargement of Stock
Rights.

15. Amendment or Discontinuance of Plan

The Board of Directors may amend or discontinue the Plan at
any time. Subject to the provisions of Section 14 no amendment
of the Plan, however, shall without shareholder approval: (i)
increase the maximum number of shares under the Plan as provided
in Section 2 herein, (ii) decrease the minimum price provided in
Section 5 herein, (iii) extend the maximum term under Section 5,
or (iv) modify the eligibility requirements for participation in
the Plan. The Board of Directors shall not alter or impair any
Stock Right theretofore granted under the Plan without the
consent of the holder of such Stock Right.

16. Time of Granting

Stock Rights may be granted under the Plan at any time on
or after September 1, 2001                         and prior to
January 1, 2011.  The date of a grant of a Stock Right under the
Plan will be the date specified by the Committee at the time it
grants the Stock Rights.

17. Income Tax Withholding and Tax Bonuses

(a) In order to comply with all applicable federal or state
income tax laws or regulations, the Company may take such action
as it deems appropriate to ensure that all applicable federal or
state payroll, withholding, income or other taxes, which are the
sole and absolute responsibility of a  Grantee under the Plan,
are withheld or collected from such Grantee. In order to assist
a Grantee in paying all federal and state taxes to be withheld
or collected upon exercise of a Stock Right which does not
qualify as an ISO hereunder, the Committee, in its absolute
discretion and subject to such additional terms and conditions
as it may adopt, shall permit the Grantee to satisfy such tax
obligation by (i) electing to have the Company withhold a
portion of the shares otherwise to be delivered upon exercise of
such Stock Right with a fair market value, determined in
accordance with Section 5 herein, equal to such taxes or (ii)
delivering to the Company Common Shares other than the shares
issuable upon exercise of such Stock Right with a fair market
value, determined in accordance with Section 5, equal to such
taxes.

(b) The Committee shall have the authority, at the time of
grant of a Stock Right under the Plan or at any time thereafter,
to approve tax bonuses (gross-up) to senior employees of the
Company who are Grantees, to be paid upon their exercise of
Stock Rights granted hereunder. The Committee shall determine
the amount of any such payment. The Committee shall have full
authority in its absolute discretion to determine the amount of
any such tax bonus and the terms and conditions affecting the
vesting and payment thereafter.

18. Effective Date and Termination of Plan

(a) This Plan was adopted by the Board of Directors by
unanimous action in writing, effective as of September 1, 2001,
subject, with respect to the validation of ISOs granted under
the Plan, to approval of the Plan by the shareholders of the
Company at the Next Meeting of Stockholders or, in lieu thereof,
by written consent.  If the approval of stockholders is not
obtained prior to October 30, 2002, any grants of  ISOs under
the Plan made prior to that date shall be rescinded.

(b) Unless the Plan shall have been discontinued as
provided in Section 14 hereof, the Plan shall terminate at 5:00
PM (New York Time) on January 1, 2011. No Stock Right may be
granted after such termination, but termination of the Plan
shall not, without the consent of Grantee, alter or impair any
rights or obligations under any Stock Right theretofore granted.

19. Governing Law

	The validity and construction of the Plan and the
instruments evidencing Stock Rights shall be governed by the
laws of the State of Delaware.
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