EXHIBIT 10.1

                             2000 STOCK OPTION PLAN

                 AS AMENDED AND RESTATED AS OF DECEMBER 1, 2004


      1. Purpose. The purpose of this Plan is to strengthen theglobe.com,  inc.,
a Delaware  corporation  (the  "Company"),  by  providing  an  incentive  to its
employees,  officers,  consultants and directors and thereby encouraging them to
devote their  abilities  and industry to the success of the  Company's  business
enterprise.  It is  intended  that this  purpose be  achieved  by  extending  to
employees  (including  future employees who have received a formal written offer
of  employment),  officers,  consultants  and  directors  of the Company and its
Subsidiaries  an added  long-term  incentive for high levels of performance  and
extraordinary efforts through the grant of Incentive Stock Options, Nonqualified
Stock Options and Restricted Stock Awards (as each term is herein defined). This
Plan is now amended and restated in the following  form effective as of December
1, 2004.

      2. Definitions. For purposes of the Plan:

            2.1 "Affiliate" means any entity, directly or indirectly, controlled
by,  controlling or under common control with the Company or any  corporation or
other entity  acquiring,  directly or indirectly,  all or substantially  all the
assets and business of the Company, whether by operation of law or otherwise.

            2.2 "Agreement"  means the written agreement between the Company and
an Optionee or Grantee  evidencing  the grant of an Option or  Restricted  Stock
Award and setting forth the terms and conditions thereof.

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

            2.4 "Cause" means:

      (a) for  purposes of Section  6.4,  the  commission  of an act of fraud or
intentional  misrepresentation  or an act of embezzlement,  misappropriation  or
conversion of assets or opportunities of the Company or any of its Subsidiaries;
and

      (b) in the  case of an  Optionee  or  Grantee  whose  employment  with the
Company  or a  Subsidiary  is subject  to the terms of an  employment  agreement
between such Optionee or Grantee and the Company or Subsidiary, which employment
agreement includes a definition of "Cause", the term "Cause" as used in the Plan
or any Agreement shall have the meaning set forth in such  employment  agreement
during the period that such employment agreement remains in effect; and

      (c) in all other  cases,  (i)  intentional  failure to perform  reasonably
assigned  duties,  (ii)  dishonesty or willful  misconduct in the performance of
duties, (iii) involvement in a transaction in connection with the performance of
duties to the Company or any of its Subsidiaries which transaction is adverse to
the interests of the Company or any of its  Subsidiaries and which is engaged in
for personal profit or (iv) willful  violation of any law, rule or regulation in
connection  with the  performance  of duties  (other than traffic  violations or
similar offenses).


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            2.5 "Change in  Capitalization"  means any  increase or reduction in
the number of Shares, or any change (including,  but not limited to, in the case
of a spin-off,  dividend or other distribution in respect of Shares, a change in
value) in the Shares or  exchange  of Shares for a  different  number or kind of
shares or other securities of the Company or another corporation, by reason of a
reclassification,   recapitalization,  merger,  consolidation,   reorganization,
spin-off,  split-up,  issuance  of  warrants  or  rights  or  debentures,  stock
dividend, stock split or reverse stock split, cash dividend,  property dividend,
combination  or exchange of shares,  repurchase  of shares,  change in corporate
structure or otherwise.

            2.6 "Code" means the Internal Revenue Code of 1986, as amended.

            2.7  "Committee"  means a  committee,  as  described in section 3.1,
appointed by the Board from time to time to  administer  the Plan and to perform
the functions set forth herein.

            2.8 "Company" means theglobe.com, inc., a Delaware corporation.

            2.9  "Consultant"  means any consultant or advisor that qualifies as
an "employee"  within the meaning of rules  applicable to Form S-8, as in effect
from time to time, of the Securities Act of 1933, as amended.

            2.10 "Director" means a director of the Company.

            2.11 "Disability" means:

      (a) in the  case of an  Optionee  or  Grantee  whose  employment  with the
Company  or a  Subsidiary  is subject  to the terms of an  employment  agreement
between such Optionee or Grantee and the Company or Subsidiary, which employment
agreement  includes a definition of "Disability",  the term "Disability" as used
in the Plan or any Agreement shall have the meaning set forth in such employment
agreement  during the period that such employment  agreement  remains in effect;
and

      (b) in all other cases,  the term  "Disability" as used in the Plan or any
Agreement shall mean a physical or mental infirmity which impairs the Optionee's
ability to perform  substantially  his or her duties for a period of one hundred
eighty (180) consecutive days.

            2.12 "Eligible  Individual" means any director,  officer or employee
of the Company or a Subsidiary, or any consultant or advisor of the Company or a
Subsidiary,  designated  by the  Committee  as  eligible  to receive  Options or
Restricted Stock subject to the conditions set forth herein.

            2.13 "Exchange  Act" means the  Securities  Exchange Act of 1934, as
amended.

            2.14 "Fair Market  Value" on any date means the closing sales prices
of the Shares on such date on the  principal  national  securities  exchange  on
which such Shares are listed or admitted to trading,  or, if such Shares are not
so listed or admitted to trading, the average of the per Share closing bid price
and per  Share  closing  asked  price on such  date as  quoted  on the  National
Association  of  Securities  Dealers  Automated  Quotation  System or such other
market in which such  prices  are  regularly  quoted,  or, if there have been no
published bid or asked  quotations with respect to Shares on such date, the Fair
Market Value shall be the value  established  by the Board in good faith and, in
the case of an Incentive  Stock Option,  in  accordance  with Section 422 of the
Code.


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            2.15 "Formula Option" means an Option granted pursuant to Section 6.

            2.16 "Grantee"  means a person to whom a Restricted  Stock Award has
been granted under the Plan.

            2.17  "Incentive  Stock  Option"  means  an  Option  satisfying  the
requirements  of Section 422 of the Code and  designated  by the Committee as an
Incentive Stock Option.

            2.18 "Nonemployee Director" means a director of the Company who is a
"nonemployee  director" within the meaning of Rule 16b-3  promulgated  under the
Exchange Act.

            2.19  "Nonqualified  Stock  Option"  means an Option which is not an
Incentive Stock Option.

            2.20 "Option" means a Nonqualified  Stock Option, an Incentive Stock
Option, a Formula Option, or any or all of them.

            2.21  "Optionee"  means a person to whom an Option has been  granted
under the Plan.

            2.22 "Parent" means any  corporation  which is a parent  corporation
(within the meaning of Section 424(e) of the Code) with respect to the Company.

            2.23 "Permitted  Transferee"  means an Optionee's  immediate family,
trusts solely for the benefit of such family members and  partnerships  in which
such family  members  and/or  trusts are the only  partners.  For this  purpose,
"immediate  family"  of  an  Optionee  means  the  Optionee's  spouse,  parents,
children,  stepchildren  and  grandchildren  and the  spouses  of such  parents,
children, stepchildren and grandchildren.

            2.24 "Plan" means theglobe.com, inc. 2000 Stock Option Plan.

            2.25 "Pooling  Transaction" means an acquisition of the Company in a
transaction  which is intended to be treated as a "pooling of  interests"  under
generally accepted accounting principles.

            2.26  "Restricted  Stock" means Shares of restricted stock issued or
transferred to an Eligible Individual pursuant to Section 8.

            2.27 "Restricted Stock Award" means an award of Shares of Restricted
Stock issued or transferred to an Eligible Individual pursuant to Section 8.

            2.28 "Shares" means the Common Stock, par value $0.001 per share, of
the Company.


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            2.29  "Subsidiary"  means  any  corporation  which  is a  subsidiary
corporation  (within the meaning of Section  424(f) of the Code) with respect to
the Company.

            2.30  "Successor  Corporation"  means a corporation,  or a parent or
subsidiary  thereof  within the  meaning of  Section  424(a) of the Code,  which
issues or assumes a stock option in a  transaction  to which  Section 424 (a) of
the Code applies.

            2.31 "Ten-Percent  Stockholder" means an Eligible  Individual,  who,
at, the time an  Incentive  Stock  Option is to be  granted to him or her,  owns
(within the meaning of Section 422(b)(6) of the Code) stock possessing more than
ten percent (l0%) of the total combined  voting power of all classes of stock of
the Company, or of a Parent or a Subsidiary.

      3. Administration.

            3.1 The Plan shall be  administered  by the  Committee,  which shall
hold meetings at such times as may be necessary for the proper administration of
the Plan.  The  Committee  shall keep  minutes of its  meetings.  A quorum shall
consist of not fewer than two (2) members of the  Committee  and a majority of a
quorum may  authorize  any  action.  Any  decision or  determination  reduced to
writing and signed by a majority of all of the members of the Committee shall be
as fully  effective  as if made by a majority  vote at a meeting duly called and
held. The Committee  shall consist of at least two (2) Directors and may consist
of the entire Board;  provided,  however, that if the Committee consists of less
than the entire Board, each member shall be a Nonemployee Director. For purposes
of the  preceding  sentence,  if one or more  members of the  Committee is not a
Nonemployee Director but recuses himself or herself or abstains from voting with
respect to a particular action taken by the Committee,  then the Committee, with
respect to that  action,  shall be deemed to consist  only of the members of the
Committee who have not recused themselves or abstained from voting.

            3.2 No  member of the  Committee  shall be  liable  for any  action,
failure to act,  determination or interpretation made in good faith with respect
to the Plan or any transaction hereunder. The Company hereby agrees to indemnify
each  member of the  Committee  for all costs and  expenses  and,  to the extent
permitted by applicable law, any liability incurred in connection with defending
against,  responding to,  negotiating for the settlement of or otherwise dealing
with any claim,  cause of action or dispute  of any kind  arising in  connection
with  any  actions  in  administering  the  Plan or in  authorizing  or  denying
authorization to any transaction hereunder.

            3.3 Subject to the express  terms and  conditions  set forth herein,
the Committee shall have the power from time to time to:

      (a) determine those Eligible  Individuals to whom Options shall be granted
under the Plan and the number of such Options to be granted and to prescribe the
terms  and  conditions  (which  need  not be  identical)  of each  such  Option,
including  the exercise  price per Share  subject to each  Option,  and make any
amendment or  modification  to any  Agreement  consistent  with the terms of the
Plan;

      (b) select those  Eligible  Individuals  to whom  Restricted  Stock Awards
shall be  granted  under  the Plan and to  determine  the  number  of  Shares of
Restricted  Stock to be  granted,  the terms and  conditions  (which need not be
identical)  of each such  Restricted  Stock  Award,  and make any  amendment  or
modification to any Agreement consistent with the terms of the Plan;


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      (c) to  construe  and  interpret  the  Plan  and  any  Agreements  granted
hereunder  and to  establish,  amend and revoke  rules and  regulations  for the
administration of the Plan, including, but not limited to, correcting any defect
or supplying any omission,  or reconciling any  inconsistency  in the Plan or in
any  Agreement,  in the  manner and to the  extent it shall  deem  necessary  or
advisable,  including  so that the Plan  complies  with  Rule  16b-3  under  the
Exchange Act, the Code to the extent  applicable and other  applicable  law, and
otherwise to make the Plan fully effective.  All decisions and determinations by
the  Committee  in the  exercise  of this  power  shall be  final,  binding  and
conclusive upon the Company, its Subsidiaries,  the Optionees,  the Grantees and
all other persons having any interest therein;

      (d) to determine the duration and purposes for leaves of absence which may
be granted to an Optionee or Grantee on an individual basis without constituting
a termination of employment or service for purposes of the Plan;

      (e) to  exercise  its  discretion  with  respect  to the powers and rights
granted to it as set forth in the Plan; and

      (f)  generally,  to exercise  such powers and to perform  such acts as are
deemed  necessary or advisable to promote the best interests of the Company with
respect to the Plan.

      4. Stock Subject to the Plan; Grant Limitations.

            4.1 The  maximum  number of Shares  that may be made the  subject of
Options and  Restricted  Stock Awards  granted  under the Plan is eight  million
(8,000,000).  Upon a Change  in  Capitalization,  the  maximum  number of Shares
referred to in the first two  sentences of this Section 4.1 shall be adjusted in
number and kind  pursuant  to Section  10. The  Company  shall  reserve  for the
purposes of the Plan, out of its authorized but unissued Shares or out of Shares
held in the Company's treasury,  or partly out of each, such number of Shares as
shall be  determined  by the  Board.

            4.2 Upon the granting of an Option or  Restricted  Stock Award,  the
number of Shares available under Section 4.1 for the granting of further Options
and Restricted  Stock Awards shall be reduced by the number of Shares in respect
of which the Option or  Restricted  Stock Award is granted;  provided,  however,
that if any Option  (other  than an  Incentive  Stock  Option) is  exercised  by
tendering Shares,  either actually or by attestation,  to the Company as full or
partial  payment of the exercise price,  the maximum number of Shares  available
under Section 4.1 shall be increased by the number of Shares so tendered.

            4.3 Whenever any  outstanding  Option or  Restricted  Stock Award or
portion  thereof  expires,  is  canceled,  is  settled  in cash  (including  the
settlement  of  tax  withholding  obligations  using  Shares)  or  is  otherwise
terminated  for any reason  without having been exercised or payment having been
made in respect of the  entire  Option or  Restricted  Stock  Award,  the Shares
allocable to the expired,  canceled,  settled or otherwise terminated portion of
the  Option or  Restricted  Stock  Award may again be the  subject of Options or
Restricted Stock Awards granted hereunder.


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      5. Option Grants for Eligible Individuals.

            5.1 Authority of Committee.  Subject to the  provisions of the Plan,
the  Committee  shall have full and final  authority  to select  those  Eligible
Individuals who will receive Options,  and the terms and conditions of the grant
to such Eligible Individuals shall be set forth in an Agreement.

            5.2 Exercise  Price.  The purchase  price or the manner in which the
exercise  price is to be  determined  for  Shares  under  each  Option  shall be
determined by the Committee and set, forth in the Agreement;  provided, however,
that the exercise price per Share under each Incentive Stock Option shall not be
less than  100% of the Fair  Market  Value of a Share on the date the  option is
granted (110% in the case of an Incentive  Stock Option granted to a Ten-Percent
Stockholder).

            5.3 Maximum  Duration.  Options granted  hereunder shall be for such
term as the Committee shall  determine,  provided that an Incentive Stock Option
shall not be exercisable after the expiration of ten (10) years from the date it
is granted (five (5) years in the case of an Incentive Stock Option granted to a
Ten-Percent   Stockholder)  and  a  Nonqualified   Stock  Option  shall  not  be
exercisable  after the expiration of ten (10) years from the date it is granted;
provided,  however, that the Committee may provide that an Option (other than an
Incentive Stock Option) may, upon the death of the Optionee, be exercised for up
to one (1) year following the date of the  Optionee's  death even if such period
extends beyond ten (10) years from the date the Option is granted. The Committee
may, subsequent to the granting of any Option,  extend the term thereof,  but in
no event shall the term as so extended  exceed the maximum term  provided for in
the preceding sentence.

            5.4  Vesting.  Subject to Section  7.4,  each  Option  shall  become
exercisable in such installments  (which need not be equal) and at such times as
may be designated by the Committee and set forth in the Agreement. To the extent
not exercised,  installments shall accumulate and be exercisable, in whole or in
part, at any time after  becoming  exercisable,  but not later than the date the
Option expires. The Committee may accelerate the exercisability of any Option or
portion thereof at any time.

            5.5 Deferred  Delivery of Option  Shares.  The Committee may, in its
discretion,  permit  Optionees to elect to defer the issuance of Shares upon the
exercise of one or more Nonqualified Stock Options granted pursuant to the Plan.
The terms and conditions of such deferral shall be determined at the time of the
grant of the  Option  or  thereafter  and  shall be set  forth in the  Agreement
evidencing the grant.

            5.6 Limitations on Incentive  Stock Options.  To the extent that the
aggregate  Fair Market Value  (determined as of the date of the grant) of Shares
with  respect  to which  Incentive  Stock  Options  granted  under  the Plan and
"incentive  stock  options"  (within  the  meaning of  Section  422 of the Code)
granted under all other plans of the Company or its Subsidiaries (in either case
determined  without  regard to this Section 5.6) are  exercisable by an Optionee
for the first time during any calendar  year exceeds  $100,000,  such  Incentive
Stock Options shall be treated as  Nonqualified  Stock Options.  In applying the
limitation  in the  preceding  sentence in the case of multiple  Option  grants,
Options  which were  intended to be Incentive  Stock Options shall be treated as
Nonqualified  Stock  Options  according  to the order in which they were granted
such that the most recently  granted  Options are first treated as  Nonqualified
Stock Options.


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      6. Option Grants for Nonemployee Directors.

            6.1 Grant.  At the time when no further  Shares  are  available  for
future grant pursuant to the Company's 1998 Stock Option Plan,  Formula  Options
shall be granted to Eligible Directors as follows:

      (a)  Initial  Grant  for  Subsequent  Eligible  Directors.  Each  Eligible
Director who becomes a Director for the first time while this Plan is in effect,
shall, upon becoming a Director,  be granted Formula Option in respect of 25,000
Shares.

      (b) Annual Grant. Each Eligible Director shall be granted a Formula Option
in respect of 7,500 Shares on the first business day after the annual meeting of
the stockholders of the Company in each year that the Plan is in effect provided
that the Eligible Director is a Director on such date.

      All Formula  Options  shall be evidenced by an Agreement  containing  such
other terms and conditions not  inconsistent  with the provisions of the Plan as
determined by the Board;  provided,  however, that such terms shall not vary the
price,  amount or timing of  Formula  Options  provided  under  this  Section 6,
including  provisions  dealing with vesting,  forfeiture and termination of such
Formula  Options.  An Eligible  Director shall be granted  Formula Options under
this Plan only if the  number of Shares  subject to a Formula  Option  under the
Company's  1998 Stock Option Plan is less than the amount of Shares  required by
such plan.

            6.2 Purchase Price. The purchase price for Shares under each Formula
Option  shall be equal to 100% of the Fair  Market  Value of such  Shares on the
date the Formula Option is granted.

            6.3 Vesting.  Subject to Section 7.4,  each Formula  Option  granted
pursuant  to this  Section 6 shall  become  fully  vested and  exercisable  with
respect to an incremental 25% of the Shares subject thereto on each of the first
four anniversaries of the date of grant;  provided,  however, in each case, that
the  Optionee  continues  to serve as a  Director  as of such  date of  vesting.
Notwithstanding  the  foregoing  (i)  if an  Optionee's  service  as a  Director
terminates for any reason,  other than for Cause,  then each Formula Option held
by such Optionee shall become fully and immediately vested and exercisable as of
such  date of  termination  and  (ii) if an  Optionee's  service  as a  Director
terminates for Cause, then each Formula Option held by such Optionee, whether or
not then vested and exercisable,  shall  immediately  terminate and the Optionee
shall  have  no  further  rights  in such  Formula  Option  as of  such  date of
termination.

            6.4  Duration.  Subject to Section 7.4,  each  Formula  Option shall
terminate on the date which is the tenth anniversary of the date of grant (or if
later,  the first  anniversary of the date of the Director's death if such death
occurs prior to such tenth anniversary), unless terminated earlier as follows:


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      (a) If an Optionee's service as a Director terminates for any reason other
than for Cause, the Optionee (or in the event of death, by the person or persons
to whom such rights  shall pass by will or the laws of descent or  distribution)
may for a period of two (2) years  after such  termination  exercise  his or her
Formula  Option,  after  which  time  the  Formula  Option  shall  automatically
terminate in full.

      (b) If an  Optionee's  service as a  Director  terminates  for Cause,  the
Formula Option granted to the Optionee hereunder shall immediately  terminate in
full and no rights thereunder may be exercised.

      7. Terms and Conditions Applicable to All Options.

            7.1  Non-Transferability.  No option  shall be  transferable  by the
Optionee  otherwise than by will or by the laws of descent and  distribution or,
in the case of an Option other than an  Incentive  Stock  Option,  pursuant to a
domestic  relations order (within the meaning of Rule 16a-12  promulgated  under
the Exchange  Act),  and an Option shall be  exercisable  during the lifetime of
such   Optionee   only  by  the  Optionee  or  his  or  her  guardian  or  legal
representative.  Notwithstanding  the foregoing,  the Committee may set forth in
the Agreement evidencing an Option (other than an Incentive Stock Option) at the
time of grant or  thereafter,  that the Option may be transferred to a Permitted
Transferee,  and for purposes of the Plan,  such Permitted  Transferee  shall be
deemed to be the  Optionee.  The terms of an Option shall be final,  binding and
conclusive  upon  the  beneficiaries,   executors,   administrators,  heirs  and
successors of the Optionee.

            7.2 Method of Exercise. The exercise of an Option shall be made only
by a written  notice  delivered  in person  or by mail to the  Secretary  of the
Company at the Company's  principal  executive office,  specifying the number of
Shares to be exercised  and, to the extent  applicable,  accompanied  by payment
therefor and  otherwise in accordance  with the Agreement  pursuant to which the
Option was granted.  The exercise price for any Shares purchased pursuant to the
exercise of an Option  shall be paid,  as  determined  by the  Committee  in its
discretion,  in either of the following forms (or any combination thereof):  (a)
cash or (b) the transfer,  either actually or by attestation,  to the Company of
Shares  upon such  terms and  conditions  as  determined  by the  Committee.  In
addition,  Options may be exercised through a registered  broker-dealer pursuant
to such  cashless  exercise  procedures  which  are,  from time to time,  deemed
acceptable by the Committee.  Any Shares transferred to the Company (or withheld
upon  exercise) as payment of the exercise price under an Option shall be valued
at their Fair  Market  Value on the day  preceding  the date of exercise of such
Option. If requested by the Committee,  the Optionee shall deliver the Agreement
evidencing the Option to the Secretary of the Company who shall endorse  thereon
a notation  of such  exercise  and return such  Agreement  to the  Optionee.  No
fractional  Shares (or cash in lieu thereof) shall be issued upon exercise of an
Option and the number of Shares that may be  purchased  upon  exercise  shall be
rounded to the nearest number of whole Shares.

            7.3 Rights of Optionees. No Optionee shall be deemed for any purpose
to be the owner of any Shares  subject  to any  Option  unless and until (a) the
Option shall have been exercised pursuant to the terms thereof,  (b) the Company
shall have issued and delivered  Shares to the Optionee,  and (c) the Optionee's
name shall  have been  entered  as a  stockholder  of record on the books of the
Company.  Thereupon,  the Optionee  shall have full  voting,  dividend and other
ownership  rights  with  respect  to such  Shares,  subject  to such  terms  and
conditions as may be set forth in the applicable Agreement.


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            7.4 Effect of Certain Transactions.

            (a) In the event of a merger or consolidation of the Company with or
      into another  corporation,  or the sale of substantially all of the assets
      of the  Company  (a  "Transaction"),  each  outstanding  Option  shall  be
      assumed,  or an equivalent  option shall be substituted,  by the Successor
      Corporation;  provided,  however, that, unless otherwise determined by the
      Committee,  such Options shall remain subject to all of the conditions and
      restrictions   which  were  applicable  to  such  Options  prior  to  such
      assumption or  substitution.  In the event that the Successor  Corporation
      refuses  to or does not  assume the  Option or  substitute  an  equivalent
      option therefor,  the Optionee shall have the right to exercise the Option
      as to  all  of the  Shares  subject  to the  Option  as  described  below,
      including  Shares as to which it would not  otherwise  be  exercisable  (a
      "Transaction Acceleration").

            (b)  Notwithstanding  anything to the contrary  contained in Section
      7.4(a), in the event of a Transaction  Acceleration,  or in the event that
      the Committee  determines to accelerate the  exercisability of any Options
      in connection  with any  transaction  involving the Company or its capital
      stock  pursuant to Sections 5.4 and/or 6.3, the Committee may, in its sole
      discretion,  authorize the  redemption of the  unexercised  portion of the
      Option for a  consideration  per share of Common Stock equal to the excess
      of (i) the  consideration  payable per share of Common Stock in connection
      with such  transaction,  over (ii) the purchase price per Share subject to
      the Option.

      8. Restricted Stock.

            8.1  Grant.  The  Committee  may grant  Restricted  Stock  Awards to
Eligible  Individuals,  which shall be  evidenced  by an  Agreement  between the
Company and the Grantee.  Each Agreement shall contain such restrictions,  terms
and conditions as the Committee may, in its  discretion,  determine and (without
limiting the  generality of the foregoing)  such  Agreements may require that an
appropriate  legend be placed on Share  certificates.  Restricted  Stock  Awards
shall be subject to the terms and provisions set forth below in this Section 8.

            8.2 Rights of Grantees. Shares of Restricted Stock granted hereunder
shall be issued in the name of the  Grantee  as soon as  reasonably  practicable
after the  Restricted  Stock  Award is granted  provided  that the  Grantee  has
executed  such  documents  which the Committee may require as a condition to the
issuance of such Shares.  At the discretion of the  Committee,  Shares issued in
connection  with a Restricted  Stock Award shall be deposited  together with the
stock powers with an escrow agent (which may be the Company)  designated  by the
Committee.  Unless the  Committee  determines  otherwise and as set forth in the
Agreement,  upon delivery of the Shares to the escrow  agent,  the Grantee shall
have all of the rights of a stockholder  with respect to such Shares,  including
the right to vote the Shares and to receive all dividends or other distributions
paid or made with respect to the Shares.


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<PAGE>

            8.3  Non-transferability.  Until all restrictions upon the Shares of
Restricted  Stock awarded to a Grantee shall have lapsed in the manner set forth
in Section 8.4, such Shares shall not be sold, transferred or otherwise disposed
of and shall not be pledged or otherwise hypothecated.

            8.4 Lapse of Restrictions. Subject to Section 8.5, restrictions upon
Shares of Restricted  Stock awarded  hereunder shall lapse at such time or times
and on such terms and conditions as the Committee may  determine.  The Agreement
evidencing the Restricted Stock Award shall set forth any such restrictions.

            8.5  Effect of Certain  Transactions.  Unless  the  Committee  shall
determine  otherwise at the time of the grant of a Restricted Stock Award,  upon
the occurrence of a Transaction, the Restricted Stock Award shall be assumed, or
an equivalent award shall be substituted by the Successor Corporation; provided,
however,  that,  unless otherwise  determined by the Committee,  such Restricted
Stock Award shall remain subject to all of the conditions and restrictions which
were applicable to the Restricted Stock Award prior to such Transaction.  In the
event  that  the  Successor  Corporation  refuses  to or  does  not  assume  the
Restricted Stock Award or substitute an equivalent  award therefor,  any and all
restrictions  upon Shares of Restricted  Stock shall lapse as of the date of the
Transaction.  The  Agreement  evidencing  the  Award  shall  set  forth any such
provisions.

            8.6 Treatment of Dividends.  At the time a Restricted Stock Award is
granted, the Committee may, in its discretion, determine that the payment to the
Grantee of dividends,  or a specified portion thereof,  declared or paid on such
Shares  by  the  Company  shall  be  (a)  deferred  until  the  lapsing  of  the
restrictions  imposed  upon  such  Shares  and (b) held by the  Company  for the
account of the Grantee  until such time.  In the event that  dividends are to be
deferred,  the  Committee  shall  determine  whether  such  dividends  are to be
reinvested  in Shares  (which shall be held as  additional  Shares of Restricted
Stock) or held in cash. If deferred  dividends are to be held in cash, there may
be credited at the end of each year (or portion thereof)  interest on the amount
of the  account  at the  beginning  of the  year  at a  rate  per  annum  as the
Committee,  in its discretion,  may determine.  Payment of deferred dividends in
respect of Shares of  Restricted  Stock  (whether  held in cash or as additional
Shares of Restricted  Stock),  together with interest accrued  thereon,  if any,
shall be made upon the lapsing of restrictions  imposed on the Shares in respect
of which the deferred  dividends were paid, and any dividends deferred (together
with any interest  accrued thereon) in respect of any Shares of Restricted Stock
shall be forfeited upon the forfeiture of such Shares.

            8.7 Delivery of Shares. Upon the lapse of the restrictions on Shares
of  Restricted  Stock,  the  Committee  shall  cause a stock  certificate  to be
delivered to the Grantee with respect to such Shares,  free of all  restrictions
hereunder.

      9. Effect of a Termination  of  Employment.  The Agreement  evidencing the
grant of each  Option or  Restricted  Stock  Award shall set forth the terms and
conditions   applicable  to  such  Option  or  Restricted  Stock  Award  upon  a
termination or change in the status of the employment of the Optionee or Grantee
by the Company or a Subsidiary or a Division  (including a termination or change
by reason of the sale of a Subsidiary or a Division), which, except for Director
Options, shall be as the Committee may, in its discretion, determine at the time
the Option or Restricted Stock Award is granted or thereafter.


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<PAGE>

      10. Adjustment Upon Changes in Capitalization.

      (a) In the  event of a  Change  in  Capitalization,  the  Committee  shall
conclusively determine the appropriate  adjustments,  if any, to (i) the maximum
number and class of Shares or other stock or  securities  with  respect to which
Options and  Restricted  Stock  Awards may be granted  under the Plan,  (ii) the
maximum number and class of Shares or other stock or securities  with respect to
which  Options  and  Restricted  Stock  Awards may be  granted  to any  Eligible
Individual  during any three (3)  consecutive  calendar  year period,  (iii) the
number and class of Shares or other  stock or  securities  which are  subject to
outstanding  Options and Restricted  Stock Awards granted under the Plan and the
exercise price  therefor,  if applicable and (iv) the number and class of Shares
or other securities in respect of which Director Options are to be granted under
Section 6.

      (b) Any such adjustment in the Shares or other stock or securities subject
to  outstanding  Incentive  Stock  Options  (including  any  adjustments  in the
exercise price) shall be made in such manner as not to constitute a modification
as  defined by Section  424(h)(3)  of the Code and only to the extent  otherwise
permitted by Sections 422 and 424 of the Code.

      (c) Subject to Section 7.4 and Section  8.5,  if, by reason of a Change in
Capitalization,  an Optionee or Grantee shall be entitled to an Option or Shares
of Restricted  stock in respect of new,  additional or different shares of stock
or  securities,  such new,  additional  or different  shares shall  thereupon be
subject to all of the conditions,  restrictions  and performance  criteria which
were  applicable to the Shares  subject to the Option or restricted  Stock Award
prior to such Change in Capitalization.

      11. Effect of Certain Transactions.

      Subject  to  Section  7.4,  Section  8.5 or as  otherwise  provided  in an
Agreement,  in the  event  of a  Transaction,  the  Plan  and  the  Options  and
Restricted  Stock Awards issued hereunder shall continue in effect in accordance
with their respective  terms,  except that following a Transaction each Optionee
and each Grantee  shall be entitled to receive in respect of each Share  subject
to any  outstanding  Options and Restricted  Stock Awards,  upon exercise of any
Option or the lapsing of any  restrictions on Restricted  Stock, the same number
and kind of stock,  securities,  cash, property or other consideration that each
holder of a Share was  entitled  to receive in the  Transaction  in respect of a
Share; provided, however, that such stock, securities,  cash, property, or other
consideration  shall remain subject to all of the conditions,  restrictions  and
performance  criteria  which  were  applicable  to the  Options  prior  to  such
Transaction.

      12. Interpretation.

      The Plan is  intended  to comply  with Rule  16b-3  promulgated  under the
Exchange Act and the Committee  shall interpret and administer the provisions of
the Plan or any  Agreement  in a manner  consistent  therewith.  Any  provisions
inconsistent  with such rule  shall be  inoperative  and  shall not  affect  the
validity of the Plan.


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<PAGE>

      13. Pooling Transactions.

      Notwithstanding  anything  contained  in the Plan or any  Agreement to the
contrary,  in the event of a Transaction  which is also intended to constitute a
Pooling  Transaction,  the  Committee  shall take such  actions,  if any, as are
specifically  recommended  by an  independent  accounting  firm  retained by the
Company to the extent  reasonably  necessary in order to assure that the Pooling
Transaction will qualify as such, including but not limited to (a) deferring the
vesting, exercise,  payment,  settlement or lapsing of restrictions with respect
to any Option,  (b)  providing  that the payment or settlement in respect of any
Option  be made in the form of cash,  Shares or  securities  of a  successor  or
acquirer of the Company,  or a combination of the  foregoing,  and (c) providing
for  the  extension  of the  term  of any  Option  to the  extent  necessary  to
accommodate  the  foregoing,  but not beyond the maximum term  permitted for any
Option.

      14.  Termination  and Amendment of the Plan or Modification of Options and
Restricted Stock Awards. The Plan shall terminate on the day preceding the tenth
anniversary of the date of its adoption by the Board and no Option or Restricted
Stock Award may be granted  thereafter.  The Board may sooner terminate the Plan
and the Board may at any time and from time to time amend, modify or suspend the
Plan; provided, however, that:

      (a) no such  amendment,  modification,  suspension  or  termination  shall
impair or adversely  alter any Options or  Restricted  Stock Awards  theretofore
granted under the Plan,  except with the consent of the Optionee or Grantee,  as
applicable,  nor shall any  amendment,  modification,  suspension or termination
deprive  any  Optionee  or any  Grantee of any  Shares  which he or she may have
acquired through or as a result of the Plan; and

      (b) to the  extent  necessary  under any  applicable  law,  regulation  or
exchange  requirement,  no amendment  shall be effective  unless approved by the
stockholders of the Company in accordance  with  applicable  law,  regulation or
exchange requirement.

      15. Non-Exclusivity of the Plan.

      The  adoption of the Plan by the Board shall not be construed as amending,
modifying or rescinding  any  previously  approved  incentive  arrangement or as
creating any limitations on the power of the Board to adopt such other incentive
arrangements  as it may  deem  desirable,  including,  without  limitation,  the
granting of stock options  otherwise than under the Plan, and such  arrangements
may be either applicable generally or only in specific cases.

      16. Limitation of Liability.

      As illustrative  of the  limitations of liability of the Company,  but not
intended to be exhaustive thereof, nothing in the Plan shall be construed to:

      (a) give any person any right to be granted an Option or Restricted  Stock
Award other than at the sole discretion of the Committee;

      (b) give any person any rights whatsoever with respect to Shares except as
specifically provided in the Plan;


                                       12
<PAGE>

      (c)  limit  in any way the  right  of the  Company  or any  Subsidiary  to
terminate the employment or service of any person at any time; or

      (d) be evidence of any agreement or  understanding,  expressed or implied,
that the Company will employ any person at any particular  rate of  compensation
or for any particular period of time.

      17. Regulations and Other Approvals; Governing Law.

            17.1 Except as to matters of federal law, the Plan and the rights of
all persons  claiming  hereunder shall be construed and determined in accordance
with the laws of the State of Delaware  without  giving  effect to  conflicts of
laws principles thereof.

            17.2 The  obligation  of the Company to sell or deliver  Shares with
respect to Options and Restricted  Stock granted under the Plan shall be subject
to all applicable laws, rules and regulations,  including all applicable federal
and  state  securities  laws,  and  the  obtaining  of  all  such  approvals  by
governmental  agencies  as  may  be  deemed  necessary  or  appropriate  by  the
Committee.

            17.3  The  Board  may  make  such  changes  as may be  necessary  or
appropriate  to  comply  with  the  rules  and  regulations  of  any  government
authority, or to obtain for Eligible Individuals granted Incentive Stock Options
the tax benefits  under the  applicable  provisions of the Code and  regulations
promulgated thereunder.

            17.4 Each  Option  and  Restricted  Stock  Award is  subject  to the
requirement  that, if at any time the Committee  determines,  in its discretion,
that the listing,  registration or qualification of Shares issuable  pursuant to
the Plan is  required by 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 grant of Options or
Restricted  Stock,  or the issuance of Shares  pursuant  thereto,  no Options or
Restricted Stock shall be granted or payment made or Shares issued,  in whole or
in part, unless listing,  registration,  qualification,  consent or approval has
been effected or obtained free of any conditions as acceptable to the Committee.

            17.5 Notwithstanding anything contained in the Plan or any Agreement
to the contrary,  in the event that the disposition of Shares acquired  pursuant
to the Plan is not covered by a then current  registration  statement  under the
Securities Act of 1933, as amended (the "Securities  Act"), and is not otherwise
exempt from such registration,  such Shares shall be restricted against transfer
to the extent  required by the Securities Act and Rule 144 or other  regulations
thereunder.  The  Committee  may require any  individual  receiving a Restricted
Stock  Award or Shares  pursuant  to an  Option  granted  under  the Plan,  as a
condition  precedent to receipt of such Shares,  to represent and warrant to the
Company in writing  that the Shares  acquired by such  individual  are  acquired
without a view to any  distribution  thereof and will not be sold or transferred
other than  pursuant  to an  effective  registration  thereof  under said Act or
pursuant to an exemption  applicable  under the  Securities Act or the rules and
regulations  promulgated  thereunder.  The  certificates  evidencing any of such
Shares shall be  appropriately  amended to reflect  their  status as  restricted
securities as aforesaid.


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<PAGE>

      18. Miscellaneous.

            18.1 Multiple Agreements. The terms of each Option and Restricted
Stock Award may differ from other Options and  Restricted  Stock Awards  granted
under the Plan at the same time,  or at some other time.  The Committee may also
grant  more  than one  Option  or  Restricted  Stock  Award to a given  Eligible
Individual  during  the  term  of  the  Plan,  either  in  addition  to,  or  in
substitution  for, one or more  Options or  Restricted  Stock Awards  previously
granted to that Eligible Individual.

            18.2 Withholding of Taxes.

      (a) At such times as an Optionee or Grantee  recognizes  taxable income in
connection  with the  receipt  of Shares  hereunder  (a  "Taxable  Event"),  the
Optionee  or Grantee  shall pay to the Company an amount  equal to the  federal,
state and local income  taxes and other  amounts as may be required by law to be
withheld by the Company in connection  with the Taxable Event (the  "Withholding
Taxes")  prior to the issuance of such Shares.  The Company shall have the right
to deduct from any payment of cash to an Optionee or Grantee an amount  equal to
the  Withholding  Taxes in  satisfaction  of the  obligation to pay  Withholding
Taxes.  The Committee may provide in the  Agreement,  at the time of grant or at
any time  thereafter,  that the  Optionee or  Grantee,  in  satisfaction  of the
obligation to pay Withholding Taxes, may elect to have withheld a portion of the
Shares then  issuable to him or her having an aggregate  Fair Market Value equal
to the Withholding Taxes.

      (b) If an  Optionee  makes a  disposition,  within the  meaning of Section
424(c)  of the Code and  regulations  promulgated  thereunder,  of any  Share or
Shares  issued to such Optionee  pursuant to the exercise of an Incentive  Stock
Option  within the two-year  period  commencing on the day after the date of the
grant or within  the  one-year  period  commencing  on the day after the date of
transfer of such Share or Shares to the Optionee pursuant to such exercise,  the
Optionee  shall,  within ten (10) days of such  disposition,  notify the Company
thereof, by delivery of written notice to the Company at its principal executive
office.

      19.  Effective Date. The effective date of the Plan shall be as determined
by the  Board,  subject  only to the  approval  by the  affirmative  vote of the
holders of a majority of the securities of the Company present,  or represented,
and entitled to vote at a meeting of  stockholders  duly held in accordance with
the  applicable  laws of the State of Delaware  within twelve (12) months of the
adoption of the Plan by the Board.


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