theglobe.com, inc.

                         2000 BROAD BASED EMPLOYEE

                             STOCK OPTION PLAN









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                             theglobe.com, inc.
                         2000 BROAD BASED EMPLOYEE
                             STOCK OPTION PLAN

     1.   Purpose.
          -------

          The purpose of this Plan is to strengthen  theglobe.com,  inc., a
Delaware corporation (the "Company"),  by providing an incentive to a broad
base of its  employees  and  consultants  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  certain  employees  (including  future  employees  who  have
received a formal  written  offer of  employment)  and  consultants  of the
Company and its  Subsidiaries an added long-term  incentive for high levels
of performance and extraordinary  efforts through the grant of Nonqualified
Stock Options (as such term is defined below).  The Company intends that at
least a majority  of the shares  subject  to grants  hereunder  are made to
non-management employees.

     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  evidencing  the grant of an Option and  setting  forth the
terms and conditions thereof.

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

          2.4 "Cause" means:

               (a) in the case of an  Optionee  whose  employment  with the
Company or a Subsidiary is subject to the terms of an employment  agreement
between  such  Optionee  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

               (b) 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).

          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
or any  extraordinary  distribution  in respect  of Shares,  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 the rules applicable to Form S-8, as
in effect from time to time, of the Securities Act.

          2.10 "Disability" means:

               (a) in the case of an  Optionee  whose  employment  with the
Company or a Subsidiary is subject to the terms of an employment  agreement
between  such  Optionee  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.

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

          2.12  "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.

          2.13  "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.

          2.14 "Nonqualified  Stock Option" means an Option which is not an
incentive stock option as provided in Section 422 of the Code.

          2.15 "Option" means a Nonqualified Stock Option.

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

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

          2.18 "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.

          2.19  "Plan"  means this  theglobe.com,  inc.  2000  Broad  Based
Employee Stock Option Plan, as amended from time to time.

          2.20 "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.

          2.21  "Securities  Act"  means  the  Securities  Act of 1933,  as
amended.

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

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

          2.24 "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.

     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) 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, and all other persons having any
interest therein;

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

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

               (e)  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 granted under the Plan is 850,000. Upon a Change in Capitalization,
the  maximum  number of Shares  referred  to in this  Section  4.1 shall be
adjusted  in number  and kind  pursuant  to Section  8. 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,  the  number  of  Shares
available  under  Section 4.1 for the granting of further  Options shall be
reduced by the number of Shares in respect of which the Option is  granted;
provided,  however,  that if any 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 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,  the Shares  allocable  to the  expired,  canceled,
settled  or  otherwise  terminated  portion  of the Option may again be the
subject of Options granted hereunder.

     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.

          5.3 Maximum Duration. Options granted hereunder shall be for such
term as the  Committee  shall  determine,  provided that no Option shall 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
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  6.4,  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.

     6.   Terms and Conditions Applicable to All Options.
          ----------------------------------------------

          6.1  Non-Transferability.  No Option shall be transferable by the
Optionee  otherwise than by will or by the laws of descent and distribution
or  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 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.

          6.2 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.

          6.3  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.

          6.4  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,  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 6.4(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 Section  5.4,  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.

               (c) If an Option is  exercisable  in lieu of  assumption  or
substitution  in the event of a merger  or sale of  assets,  the  Secretary
shall notify the Optionee that the Option shall be fully  exercisable for a
period of fifteen (15) days (or such other period as shall be determined by
the Committee) from the date of such notice, and the Option shall terminate
upon the expiration of such period. For the purposes of this paragraph, the
Option  shall  be  considered  assumed  or an  equivalent  option  shall be
considered substituted therefor if, following the merger or sale of assets,
the option confers the right to purchase or receive upon exercise, for each
Share  subject  to the  Option  immediately  prior to the merger or sale of
assets,  the  consideration  (whether stock,  cash, or other  securities or
property)  received  in the merger or sale of assets for each Share held on
the effective date of the transaction (and if holders were offered a choice
of  consideration,  the type of  consideration  chosen by the  holders of a
majority of the outstanding Shares).

     7.   Effect of a Termination of Employment.
          -------------------------------------

          The Agreement evidencing the grant of each Option shall set forth
the terms and  conditions  applicable to such Option upon a termination  or
change in the status of the  employment of the Optionee 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,  shall be as the Committee
may,  in its  discretion,  determine  at the time the  Option is granted or
thereafter.

     8.   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  may be granted  under the Plan,  (ii) the
number and class of Shares or other stock or  securities  which are subject
to  outstanding  Options  granted  under  the Plan and the  exercise  price
therefor, if applicable.

               (b) If, by reason of a Change in Capitalization, an Optionee
shall be entitled to exercise an Option with respect to 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 prior to such Change in Capitalization.

     9.   Effect of Liquidation.
          ---------------------

          Except as otherwise provided in an Agreement, in the event of the
liquidation or dissolution of the Company (a  "Liquidation"),  the Plan and
the Options issued  hereunder  shall continue in effect in accordance  with
their respective  terms,  except that following a Liquidation each Optionee
shall be  entitled  to receive  in  respect  of each  Share  subject to any
outstanding Options,  upon exercise of any Option, 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  Liquidation 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 Liquidation.

     10.  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.

     11.  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.

     12.  Termination and Amendment of the Plan or Modification of Options.
          ----------------------------------------------------------------

          12.1 Plan Amendment or  Termination.  The Plan shall terminate on
the day preceding the tenth  anniversary of the date of its adoption by the
Board and no  Option  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 theretofore granted
under the Plan,  except  with the  consent of the  Optionee,  nor shall any
amendment, modification,  suspension or termination deprive any Optionee of
any Shares or their equivalent which he or she may have acquired through or
as a result of the Plan; and

               (b)  to  the  extent  required  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.

          12.2 Modification of Options.  No modification of an Option shall
adversely  alter or impair  any  rights  or  obligations  under the  Option
without the consent of the Optionee.

     13.  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.

     14.  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  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;

               (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.

     15.  Regulations and Other Approvals; Governing Law.
          ----------------------------------------------

          15.1 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.

          15.2 The obligation of the Company to sell or deliver Shares with
respect  to  Options  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.

          15.3 The Board  may make  such  changes  as may be  necessary  or
appropriate  to comply  with the rules and  regulations  of any  government
authority.

          15.4 Each Option 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 an Option
or the issuance of Shares,  no Options  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.

          15.5  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 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  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.

     16.  Miscellaneous.
          -------------

          16.1  Multiple  Agreements.  The terms of each  Option may differ
from other  Options  granted  under the Plan at the same  time,  or at some
other time.  The  Committee  may also grant more than one Option to a given
eligible  individual during the term of the Plan, either in addition to, or
in  substitution  for,  one or  more  Options  previously  granted  to that
eligible individual.

          16.2  Withholding of Taxes.
                --------------------

               At such times as an Optionee  recognizes  taxable  income in
connection with the receipt of Shares  hereunder (a "Taxable  Event"),  the
Optionee 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 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, 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.

          16.3  Effective  Date. The effective date of the Plan shall be as
determined by the Board.