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                         CARIBINER INTERNATIONAL, INC.
                             1998 STOCK OPTION PLAN

                                   ARTICLE 1

                           Establishment and Purpose

         1.1 Establishment and Effective Date. Caribiner International, Inc., a
Delaware corporation (the "Corporation"), hereby establishes a stock incentive
plan to be known as the Caribiner International, Inc. 1998 Stock Option Plan
(the "Plan"). Upon approval by the Board of Directors of the Corporation
(the "Board") and the Board's Compensation Committee (the "Committee"), awards
may be made as provided herein.

         1.2 Purpose. The purpose of the Plan is to encourage and enable
employees (subject to such requirements as may be prescribed by the Committee)
of the Corporation and its subsidiaries (with the exception of senior management
of the Corporation) to acquire a proprietary interest in the Corporation through
the ownership of the Corporation's common stock, par value $0.01 per share
("Common Stock"). Such ownership will provide such employees with a more direct
stake in the future welfare of the Corporation and encourage them to remain with
the Corporation and its subsidiaries. It is also expected that the Plan will
encourage qualified persons to seek and accept employment with the Corporation
and its subsidiaries.

                                   ARTICLE 2

                                     Awards

         2.1 Form of Awards. Awards under the Plan shall be granted in the form
of non-qualified stock options ("Non-qualified Stock Options") (references in 
the Plan to "Options" shall refer to Non-qualified Stock Options).

         2.2 Maximum Shares Available. The maximum aggregate number of shares
of Common Stock available for award under the Plan is 500,000, subject to
adjustment pursuant to Article 8 hereof. Shares of Common Stock issued pursuant
to the Plan may be either authorized but unissued shares or issued shares
reacquired by the Corporation. In the event that prior to the end of the period
during which Options may be granted under the Plan, any Option under the Plan
expires unexercised or is terminated, surrendered or canceled, then such shares
shall be available for subsequent awards under the Plan, upon such terms as the
Committee may determine.

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         2.3 Return of Prior Awards. As a condition to any subsequent award,
the Committee shall have the right at its discretion, to require employees to

return to the Corporation awards previously granted under the Plan. Subject to
the provisions of the Plan, such new award shall be upon such terms and
conditions as are specified by the Committee at the time the new award is
granted.

                                   ARTICLE 3

                                 Administration

         3.1 Committee. Awards shall be determined, and the Plan shall be
administered, by the Committee as appointed from time to time by the Board,
which Committee shall consist of not less than two (2) members of the Board.
Except as permitted by Rule 16b-3 of the Securities Exchange Age of 1934, as
amended (the "Act"), and by Section 162(m) of the Code (or Regulations
promulgated thereunder), no member of the Board may serve on the Committee if
such member: (i) is or has been granted or awarded stock options, pursuant to
the Plan or any other plan of the Corporation or its affiliates either while
serving on the Committee or during the one year period prior to being appointed
to the Committee; (ii) is an employee or former employee of the Corporation; or
(iii) receives remuneration from the Corporation, either directly or
indirectly, in any capacity other than as a director.

         3.2 Powers of Committee. Subject to the express provisions of the
Plan, the Committee shall have the power and authority (i) to grant Options and
to determine the purchase price of the Common Stock covered by each Option, the
term of each Option, the number of shares of Common Stock to be covered by each
Option and any performance objectives or vesting standards applicable to each
Option; and (ii) to determine the employees to whom and the time or
times at which Options shall be granted.

         3.3. Delegation. The Committee may delegate to one or more of its
members or to any other person or persons such ministerial duties as it may
deem advisable; provided, however, that the Committee may not delegate any of
its responsibilities hereunder if such delegation would cause the Plan to fail
to comply with the "disinterested administration" rules under Section 16 of the
Act. The Committee may also employ attorneys, consultants, accountants or other
professional advisors and shall be entitled to rely upon the advice, opinions
or valuations of any such advisors.

         3.4 Interpretations. The Committee shall have sole discretionary
authority to interpret the terms of the Plan, to adopt and revise rules,
regulations and policies to administer the Plan and to make any other factual
determinations which it believes to be necessary or advisable for the
administration of the Plan. All actions taken and interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Corporation, all employees who have received awards under the Plan and
all other interested persons.

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         3.5 Liability; Indemnification. No member of the Committee, nor any

person to whom ministerial duties have been delegated, shall be personally
liable for any action, interpretation or determination made with respect to the
Plan or awards made thereunder, and each member of the Committee shall be fully
indemnified and protected by the Corporation with respect to any liability he
or she may incur with respect to any such action, interpretation or
determination, to the extent permitted by applicable law and to the extent
provided in the Corporation's Restated Certificate of Incorporation and Second
Amended and Restated Bylaws, as amended from time to time, or under any
agreement  between any such member and the Corporation.

                                   ARTICLE 4

                                  Eligibility

         Awards may be made to employees (with the exception of senior
management of the Corporation) of the Corporation or any of its subsidiaries
(subject to such requirements as may be prescribed by the Committee); provided,
however, that no employee may receive awards of or relating to more than 200,000
shares of Common Stock in the aggregate in any fiscal year of the Corporation.
Awards may be made to a director of the Corporation who is not also a member of
the Committee, provided that the director is also an employee. In determining
the employees to whom awards shall be granted and the number of shares to be
covered by each award, the Committee shall take into account the nature of the
services rendered by such employees, their present and potential contributions
to the success of the Corporation and its subsidiaries and such other factors as
the Committee in its sole discretion shall deem relevant.

         As used herein, the term "subsidiary" shall mean any present or future
corporation, partnership or joint venture in which the Corporation owns,
directly or indirectly, 50% or more of the economic interests.

                                   ARTICLE 5

                                 Option Terms

         5.1 Grant of Options. Options may be granted under the Plan for the
purchase of shares of Common Stock. Options shall be granted in such form and
upon such terms and conditions, including the satisfaction of corporate or
individual performance objectives and other vesting standards, as the Committee
shall from time to time determine.


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         5.2 Option Price. The purchase price per share under each Option 
shall be the Market Price (as hereinafter defined) (the "Exercise Price") 
of the Common Stock on the date the Option is granted.

         The "Market Price" of the Common Stock on any day shall be determined
as follows (i) if the Common Stock is listed on a national securities exchange
or quoted through the Nasdaq Stock Market/Nasdaq National Market, the Market
Price on any day shall be the average of the high and low reported consolidated

trading sales prices, or if no such sale is made on such day, the average of
the closing bid and asked prices reported on the consolidated trading listing
for such day; (ii) if the Common Stock is quoted through the Nasdaq
inter-dealer quotation system, the Market Price on any day shall be the average
of the representative bid and asked prices at the close of business for such
day; or (iii) if the Common Stock is not listed on a national stock exchange or
quoted through Nasdaq, the Market Price on any day shall be the average of the
high bid and low asked prices reported by the National Quotation Bureau, Inc.
for such day.

         5.3 Exercise and Payment. Options may be exercised in whole or in
part. Common Stock purchased upon the exercise of Options shall be paid for in
full at the time of purchase. Such payment shall be made in cash or, in the
discretion of the Committee, through delivery of shares of Common Stock or a
combination of cash and Common Stock, in accordance with procedures to be
established by the Committee. Any shares so delivered shall be valued at their
Market Price on the date of exercise. Upon receipt of notice of exercise and
payment in accordance with procedures to be established by the Committee, the
Corporation or its agent shall deliver to the person exercising the Option (or
his or her designee) a certificate for such shares.

         5.4 Term. The term of each Option granted hereunder shall be
determined by the Committee.

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         5.5 Rights as a Stockholder. A recipient of Options shall have no
rights as a stockholder with respect to any shares issuable or transferable
upon exercise thereof until the date a stock certificate is issued to such
recipient representing such shares.

         5.6 General Restrictions. Each Option granted under the Plan shall be
subject to the requirement that, if at any time the Board shall determine, in
its discretion, that the listing, registration or qualification of the shares
issuable or transferable upon exercise thereof upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such Option or the issue, transfer, or purchase of shares
thereunder, such Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Board.

         The Board or the Committee may, in connection with the granting of any
Option, require the individual to whom the Option is to be granted to enter
into an agreement with the Corporation stating that as a condition precedent to
each exercise of the Option, in whole or in part, such individual shall if then
required by the Corporation represent to the Corporation in writing that such
exercise is for investment only and not with a view to distribution, and also
setting forth such other terms and conditions as the Board or the Committee may
prescribe.

                                   ARTICLE 6


                         Nontransferability of Options

         No Option may be transferred, assigned, pledged or hypothecated
(whether by operation of law or otherwise), except as provided by will or the
applicable laws of descent and distribution, and no Option shall be subject to
execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of an Option not specifically
permitted herein shall be null and void and without effect. An Option may be
exercised by the recipient only during his or her lifetime, or following his or
her death pursuant to Section 7.3 hereof.

         Notwithstanding anything to the contrary in the preceding paragraph,
the Committee may, in its sole discretion, cause the written agreement relating
to any Non-qualified Stock Options granted hereunder to provide that the
recipient of such Non-qualified Stock Options may transfer any of such
Non-qualified Stock Options other than by will or the laws of descent and
distribution in any manner authorized under applicable law; provided, however,
that in no event may the Committee permit any transfers which would cause this
Plan to fail to satisfy the applicable requirements of Rule 16b-3 under the
Act, or would cause any recipient of awards hereunder to fail to be entitled to
the benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Act
or be subject to liability thereunder.

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                                   ARTICLE 7

                Effect of Termination of Employment, Disability,
                              Retirement or Death

         7.1 General Rule. If the services of an employee of the Corporation
(the "Employee") who holds an unexercised Option are terminated for any reason
other than death, Disability, Retirement or Cause (each as defined below), an
Option shall be exercisable by the Employee at any time prior to the expiration
date of the Option or within 30 days after the date of such termination,
whichever is earlier, but only to the extent the Employee had the right to
exercise such Option on the date of termination. The Option shall not be
affected by any change of employment as long as the Employee continues to be
employed by either the Corporation or a subsidiary.

         7.2 Disability or Retirement. Except as otherwise expressly provided
in the written agreement relating to any Option granted under the Plan, in the
event of the Disability or Retirement of a recipient of Options, the Options
which are held by such recipient on the date of such Disability or Retirement,
whether or not otherwise exercisable on such date, shall be exercisable one (1)
year from the date of Disability or Retirement.

         "Disability" shall mean any termination of employment with the
Corporation or a subsidiary because of a long-term or total disability, as
determined by the Committee in its sole discretion. "Retirement" shall mean a
termination of employment with the Corporation or a subsidiary either (i) on a

voluntary basis by a recipient who is at least 65 years of age or (ii)
otherwise with the written consent of the Committee in its sole discretion.
The decision of the Committee shall be final and conclusive.

         7.3 Death. In the event of the death of a recipient of Options while
an employee of the Corporation or any subsidiary, Options which are held by
such employee at the date of death, whether or not otherwise exercisable on the
date of death, shall be exercisable by the beneficiary designated by the
employee for such purpose (the "Designated Beneficiary") or if no Designated
Beneficiary shall be appointed or if the Designated Beneficiary shall
predecease the employee, by the employee's personal representatives, heirs or
legatees at any time within one (1) year from the date of death (subject to the
limitation in Section 5.7 hereof), at which time such Options shall terminate.

         In the event of the death of a recipient of Options following a
termination of employment due to Retirement or Disability, if such death occurs
before the Options are exercised, the 

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Options which are held by such recipient on the date of termination of
employment, whether or not otherwise exercisable on such date, shall be
exercisable by such recipient's Designated Beneficiary, or if no Designated
Beneficiary shall be appointed or if the Designated Beneficiary shall
predecease such recipient, by such recipient's personal representatives, heirs
or legatees to the same extent such Options were exercisable by the recipient
following such termination of employment.

         7.4. Cause. The Committee may, in its sole discretion, cause any
Option to be forfeited upon an employee's termination of employment if the
employee was terminated for one (or more) of the following reasons ("Cause"):
(i) the employee's conviction, or plea of guilty or nolo contendere to the
commission of a felony, (ii) the employee's commission of any fraud,
misappropriation or misconduct which causes demonstrable injury to the
Corporation or a subsidiary, (iii) an act of dishonesty by the employee
resulting or intended to result, directly or indirectly, in gain or personal
enrichment at the expense of the Corporation or a subsidiary, (iv) any breach
of the employee's fiduciary duties to the Corporation as an employee or officer
or (v) any other serious violation of a Corporation policy. It shall be within
the sole discretion of the Committee to determine whether the employee's
termination was for one of the foregoing reasons, and the decision of the
Committee shall be final and conclusive.

         7.5 Change of Control. If there should be a Change of Control of the
Corporation (as defined below), the Corporation shall give the employee written
notice of such Change of Control as promptly as practicable and the Option,
whether or not currently exercisable, shall become immediately exercisable as
of the effective date of such Change of Control.

         Notwithstanding the foregoing, in the case that the Corporation is
merged or consolidated with another corporation, or the assets
or stock of the Corporation is acquired by another corporation, or a

separation, reorganization or liquidation of the Corporation occurs, the Board
of Directors of the Corporation, or the Board of Directors of any corporation
assuming the obligations of the Corporation hereunder, shall make appropriate
provisions for the protection of the Option by substitution on an equitable
basis of appropriate stock of the Corporation, or appropriate stock of the
merged, consolidated, or otherwise reorganized corporation, provided only that
the excess of the aggregate Market Price of the shares subject to the Option
immediately after such substitution over the Exercise Price thereof is not less
than the excess of the aggregate Market Price of the shares subject to the
Option immediately before such substitution over the Exercise Price thereof.

         For purposes of this Section 7.5, a "Change of Control" shall be deemed
to have occurred if, at any time following the effective date of the Plan, (i)
any person or "group" (other than Warburg, Pincus Investors, L.P. or any
affiliate thereof) acquires, in a single transaction or series of related
transactions 50% or more of the outstanding Common Stock of the Corporation;
(ii) during any period of two consecutive years, individuals that at the
beginning of such period constitute the Board of Directors of the Corporation
cease for any reason to constitute a majority thereof, unless the election, or
the nomination for election by the shareholders, of each such new director was
approved by a vote of at least two-thirds of the directors then still in office
which 

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were directors at the beginning of the period; or (iii) the sale of all or
substantially all of the assets of the Corporation (other than a wholly-owned
subsidiary of the Company).

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         7.6 Leave of Absence. In the case of an employee on an approved leave
of absence, the Options of such employee shall not be affected unless such
leave is longer than 13 weeks. The date of exercisability of any Options of an
employee which are unexercisable at the beginning of an approved leave of
absence lasting longer than 13 weeks shall be postponed for a period equal to
the length of such leave of absence. Notwithstanding the foregoing, the
Committee may, in its sole discretion, waive in writing any such postponement
of the date of exercisability of any Options due to a leave of absence.

                                   ARTICLE 8

                   Adjustments Upon Changes In Capitalization

         Notwithstanding any other provision of the Plan, the Committee may,
(i) at any time, make or provide for such adjustments to the Plan or to the
number and class of shares available thereunder or (ii) at the time of grant of
any Options, provide for such adjustments to such Options as the Committee
shall deem appropriate to prevent dilution or enlargement of rights, including
without limitation, adjustments in the event of stock dividends, stock splits,
recapitalizations, restructurings, mergers, consolidations, combinations or
exchanges of shares, separations, spin-offs, reorganizations, liquidation's and
the like.


                                   ARTICLE 9

                           Amendment and Termination

         The Board may suspend, terminate, modify or amend the Plan. If the Plan
is terminated, the terms of the Plan shall, notwithstanding such termination,
continue to apply to awards granted prior to such termination. No suspension,
termination, modification or amendment of the Plan may, without the consent of
the employee to whom an award shall theretofore have been granted, adversely
affect the rights of such employee under such award.

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                                   ARTICLE 10

                               Written Agreement

         Each award of Options shall be evidenced by a written agreement
containing such restrictions, terms and conditions, if any, as the Committee
may require. In the event of any conflict between a written agreement and the
Plan, the terms of the Plan shall govern.

                                   ARTICLE 11

                            Miscellaneous Provisions

         11.1 Tax Withholding. The Corporation shall have the right to require
employees or their beneficiaries or legal representatives to remit to the
Corporation an amount sufficient to satisfy Federal, state and local
withholding tax requirements. The Committee may, in its sole discretion, permit
an employee to satisfy his or her tax withholding obligation either by (i)
surrendering shares owned by the employee or (ii) having the Corporation
withhold from shares otherwise deliverable to the employee. Shares surrendered
or withheld shall be valued at their Market Price as of the date on which
income is required to be recognized for income tax purposes.

         11.2 Compliance with Section 16(b). In the case of employees who are
or may be subject to Section 16 of the Act, it is the intent of the Corporation
that the Plan and each award granted hereunder satisfy and be interpreted in a
manner that satisfies the applicable requirements of Rule 16b-3, so that such
persons will be entitled to the benefits of Rule 16b-3 or other exemptive rules
under Section 16 of the Act and will not be subjected to liability thereunder.
If any provision of the Plan or any award would otherwise conflict with the
intent expressed herein, that provision, to the extent possible, shall be
interpreted and deemed amended so as to avoid such conflict. To the extent of
any remaining irreconcilable conflict with such intent, such provision shall be
deemed void as applicable to employees who are or may be subject to Section 16
of the Act.

         11.3 Successors. The obligations of the Corporation under the Plan
shall be binding upon any successor corporation or organization resulting from

the merger, consolidation or other reorganization of the assets and business of
the Corporation. In the event of any of the foregoing, the Committee may, at
its discretion prior to the consummation of the transaction and subject to
Article 9 hereof, cancel, offer to purchase, exchange, adjust or modify any
outstanding awards, at such time and in such manner as the Committee deems
appropriate and in accordance with applicable law.

         11.4 General Creditor Status. Employees shall have no right, title, or
interest whatsoever in or to any investments which the Corporation may make to
aid it in meeting its obligations under the Plan. Nothing contained in the
Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary relationship 

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between the Corporation and any employee or beneficiary or legal representative
of such employee. To the extent that any person acquires a right to receive
payments from the Corporation under the Plan, such right shall be no greater
than the right of an unsecured general creditor of the Corporation. All
payments to be made hereunder shall be paid from the general funds of the
Corporation and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts except as
expressly set forth in the Plan.

         11.5 No Right of Employment. Nothing in the Plan or in any written
agreement entered into pursuant to Article 10 hereof, nor the grant of any
award, shall confer upon any employee any right to continue in the employ of
the Corporation or a subsidiary or to be entitled to any remuneration or
benefits not set forth in the Plan or such written agreement or interfere with
or limit the right of the Corporation or a subsidiary to modify the terms of or
terminate such employee's employment at any time.

         11.6 Notices. Notices required or permitted to be made under the Plan
shall be sufficiently made if personally delivered to the employee or sent by
regular mail addressed (a) to the employee at the employee's address as set
forth in the books and records of the Corporation or its subsidiary, or (b) to
the Corporation or the Committee at the principal office of the Corporation
clearly marked "Attention: Compensation Committee."

         11.7 Severability. In the event that any provision of the Plan shall
be held illegal or invalid for any reason, such illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision shad not been included.

         11.8 Governing Law. To the extent not preempted by Federal law, the
Plan, and all agreement hereunder, shall be construed in accordance with and
governed by the laws of the State of New York.