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                                                                   EXHIBIT 10.12

                               HOTJOBS.COM, LTD.
                            2000 STOCK OPTION PLAN


                                   ARTICLE I

                              GENERAL PROVISIONS
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          1.1.  Purpose of the Plan.  This 2000 Stock Option Plan is intended to
promote the interests of HotJobs.com, Ltd., a Delaware corporation, by providing
eligible persons with the opportunity to acquire a proprietary interest, or else
to increase their proprietary interest, in the Corporation as an incentive for
them to remain in the service of the Corporation. The Plan is intended to
qualify as a "broadly based" plan for purposes of the shareholder approval rules
promulgated by the National Association of Securities Dealers for the NASDAQ
stock market.

     Capitalized terms shall have the meanings assigned to such terms in the
attached Appendix.

          1.2.  Administration of the Plan.  (a)  The following provisions shall
govern the administration of the Plan:

               (i) The Board shall have the authority to administer the
     Discretionary Option Grant Program with respect to Section 16 Insiders but
     may delegate such authority in whole or in part to the Primary Committee.

               (ii) Administration of the Discretionary Option Grant Program
     with respect to all other persons eligible to participate in such program
     may, at the Board's discretion, be vested in the Primary Committee or a
     Secondary Committee, or the Board may retain the power to administer such
     program with respect to all such persons.

          (b) Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full power and authority
subject to the provisions of the Plan:

               (i) to establish such rules as it may deem appropriate for proper
     administration of the Plan, to make all factual determinations, to construe
     and interpret the provisions of the Plan and the awards thereunder and to
     resolve any and all ambiguities thereunder;

               (ii) to determine which eligible persons are to receive awards;
     the time or times when such awards are to be made; the number of shares to
     be covered by each such award; the vesting schedule (if any) applicable to
     the award; and the maximum term for which the option is to remain
     outstanding;

               (iii)  to amend, modify or cancel any outstanding award with the
     consent of the holder or accelerate the vesting of such award; and

               (iv) to take such other discretionary actions as permitted
     pursuant to the terms of the Plan.

Decisions of each Plan Administrator within the scope of its administrative
functions under the Plan shall be final and binding on all parties.

          (c) Members of the Primary Committee or any Secondary Committee shall
serve for such period of time as the Board may determine and may be removed by
the Board at any time. The Board may also at any time terminate the functions of
any Secondary Committee and reassume all powers and authority previously
delegated to such committee.
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          (d) Service on the Primary Committee or the Secondary Committee shall
constitute service as a Board member, and members of each such committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee. No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any options under the Plan.

          1.3.  Eligibility.  The persons eligible to participate in the
Discretionary Option Grant and Stock Issuance Programs are as follows:

                    (i)  Employees,

                    (ii) non-employee members of the Board or the board of
          directors of any Parent or Subsidiary, and

                    (iii)  consultants and other independent advisors who
          provide services to the Corporation (or any Parent or Subsidiary).

          1.4.  Stock Subject to the Plan.  (a)  The stock issuable under the
Plan shall be shares of authorized but unissued or reacquired Common Stock,
including shares repurchased by the Corporation on the open market. The maximum
number of shares of Common Stock initially reserved for issuance over the term
of the Plan shall not exceed 4 million shares of Common Stock.

          (b) Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent those options
expire, terminate or are cancelled for any reason prior to exercise in full.
Unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at the original exercise or issue price paid per share, pursuant to
the Corporation's repurchase rights under the Plan shall be added back to the
number of shares of Common Stock reserved for issuance under the Plan and shall
accordingly be available for reissuance through one or more subsequent options
under the Plan. However, should the exercise price of an option under the Plan
be paid with shares of Common Stock or should shares of Common Stock otherwise
issuable under the Plan be withheld by the Corporation in satisfaction of the
withholding taxes incurred in connection with the exercise of an option under
the Plan, then the number of shares of Common Stock available for issuance under
the Plan shall be reduced by the gross number of shares for which the option is
exercised, and not by the net number of shares of Common Stock issued to the
holder of such option.

          (c) If any change is made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, merger, reorganization, combination of
shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to

               (i) the maximum number and/or class of securities issuable under
     the Plan, and

               (ii) the number and/or class of securities and the exercise price
     per share in effect under each outstanding option under the Plan.

Such adjustments to the outstanding options are to be effected in a manner which
shall preclude the enlargement or dilution of rights and benefits under such
options. The adjustments determined by the Plan Administrator shall be final,
binding and conclusive. In no event shall any such adjustments be made in
connection with the conversion of one or more outstanding shares of the
Corporation's preferred stock into shares of Common Stock.
<PAGE>

          (d) During the first three (3) years following the Plan Effective
Date, at least a majority of the shares of Common Stock underlying options
awarded under the Plan shall be awarded to employees who are not executive
officers or directors of the Corporation.

                                  ARTICLE II

                      DISCRETIONARY OPTION GRANT PROGRAM

          2.1.  Option Terms.  Each option shall be evidenced by one or more
documents in the form approved by the Plan Administrator; PROVIDED, however,
that each such document shall comply with the terms specified below. All options
granted under the Plan shall be Non-Statutory Options. Each option granted under
the Plan shall be evidenced by a written agreement (the "Award Agreement")
executed by the Corporation and the Optionee. The Award Agreement shall be in
such term and shall contain such provisions as the Program Administrators, in
their sole discretion, determine.

          2.2.  Exercise Price.
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               (a) The exercise price per share shall be fixed by the Plan
Administrator at the time of the option grant.

          (b) The exercise price shall become immediately due upon exercise of
the option and shall, subject to the documents evidencing the option, be payable
in cash or check made payable to the Corporation. Should the Common Stock be
registered under Section 12 of the 1934 Act at the time the option is exercised,
then the exercise price may also be paid as follows:

               (i) through shares of Common Stock held for the requisite period
     necessary to avoid a charge to the Corporation's earnings for financial
     reporting purposes and valued at Fair Market Value on the Exercise Date, or

               (ii) to the extent the option is exercised for vested shares,
     through a special sale and remittance procedure pursuant to which the
     Optionee shall concurrently provide irrevocable instructions to (A) a
     Corporation-approved brokerage firm to effect the immediate sale of the
     purchased shares and remit to the Corporation, out of the sale proceeds
     available on the settlement date, sufficient funds to cover the aggregate
     exercise price payable for the purchased shares plus all applicable
     Federal, state and local income and employment taxes required to be
     withheld by the Corporation by reason of such exercise and (B) the
     Corporation to deliver the certificates for the purchased shares directly
     to such brokerage firm in order to complete the sale.

Except to the extent such sale and remittance procedure is utilized, payment of
the exercise price for the purchased shares must be made on the Exercise Date.

          2.3.  Exercise and Term of Options.  (a)  Each option shall be
exercisable at such time or times, during such period and for such number of
shares as shall be determined by the Plan Administrator and set forth in the
documents evidencing the option.

               (b)  However, no option shall have a term in excess of ten (10)
years measured from the option grant date.

          2.4.  Cessation of Service.  (a)  Except as otherwise provided in any
Award Agreement, the following provisions shall govern the exercise of any
options outstanding at the time of the Optionee's cessation of Service or death:
<PAGE>

               (i) Any option outstanding at the time of the Optionee's
     cessation of Service for any reason shall remain exercisable for such
     period of time thereafter as shall be determined by the Plan Administrator
     and set forth in the Award Agreement evidencing the option, but no such
     option shall be exercisable after the expiration of the option term.

               (ii) Any option exercisable in whole or in part by the Optionee
     at the time of death may be subsequently exercised by his or her
     Beneficiary.

               (iii)  During the applicable post-Service exercise period, the
     option may not be exercised in the aggregate for more than the number of
     vested shares for which the option is exercisable on the date of the
     Optionee's cessation of Service except as such number may be changed
     pursuant to Section 1.5(d) above. Upon the expiration of the applicable
     exercise period or (if earlier) upon the expiration of the option term, the
     option shall terminate and cease to be outstanding for any vested shares
     for which the option has not been exercised. However, the option shall,
     immediately upon the Optionee's cessation of Service, terminate and cease
     to be outstanding to the extent the option is not otherwise at that time
     exercisable for vested shares.

               (iv) Should the Optionee's Service be terminated for Misconduct
     or should the Optionee engage in Misconduct while his or her options are
     outstanding, then all such options shall terminate immediately and cease to
     be outstanding.

          (b) The Plan Administrator shall have complete discretion, exercisable
either at the time an option is granted or at any time while the option remains
outstanding:

               (i) to extend the period of time for which the option is to
     remain exercisable following the Optionee's cessation of Service to such
     period of time as the Plan Administrator shall deem appropriate, but in no
     event beyond the expiration of the option term, and/or

               (ii) to permit the option to be exercised, during the applicable
     post-Service exercise period, for one or more additional installments in
     which the Optionee would have vested had the Optionee continued in Service.

          2.5.  Stockholder Rights.  The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

          2.6.  Repurchase Rights.  The Plan Administrator shall have the
discretion to grant options which are exercisable for unvested shares of Common
Stock.  Should the Optionee cease Service while holding such unvested shares,
the Corporation shall have the right to repurchase, at the exercise price paid
per share, any or all of those unvested shares.  The terms upon which such
repurchase right shall be exercisable (including the period and procedure for
exercise and the appropriate vesting schedule for the purchased shares) shall be
established by the Plan Administrator and set forth in the document evidencing
such repurchase right.

          2.7.  Limited Transferability of Options.  During the lifetime of the
Optionee, options shall be exercisable only by the Optionee and shall not be
assignable or transferable other than by will or by the laws of descent and
distribution following the Optionee's death, except that an option may, to the
extent permitted by the Plan Administrator, be assigned in whole or in part
during the Optionee's lifetime as a gift to one or more members of the
Optionee's immediate family, to a trust in which Optionee and/or one or more
such family members hold more than fifty percent (50%) of the beneficial
interest or to an entity in which more than fifty percent (50%) of the voting
interests are owned by Optionee and/or one or more such family members. The
terms applicable to the assigned portion shall be the same as those in
<PAGE>

effect for the option immediately prior to such assignment and shall be set
forth in such documents issued to the assignee as the Plan Administrator may
deem appropriate.

          2.8.  Change in Control.  (a)  Each option outstanding at the time of
a Change in Control but not otherwise fully-vested shall automatically
accelerate so that each such option shall, immediately prior to the effective
date of the Change in Control, become exercisable for all of the shares of
Common Stock at the time subject to that option and may be exercised for any or
all of those shares as fully-vested shares of Common Stock. However, an
outstanding option shall not so accelerate if and to the extent:

               (i) such option is, in connection with the Change in Control,
     assumed or otherwise continued in full force and effect by the successor
     corporation (or parent thereof) pursuant to the terms of the Change in
     Control,


               (ii) such option is replaced with a cash incentive program of the
     successor corporation which preserves the spread existing at the time of
     the Change in Control on the shares of Common Stock for which the option is
     not otherwise at that time exercisable and provides for subsequent payout
     in accordance with the same vesting schedule applicable to those option
     shares, or

               (iii)  the acceleration of such option is subject to other
     limitations imposed by the Plan Administrator at the time of the option
     grant.

          (b) All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Change in Control, except to
the extent:

               (i) those repurchase rights are assigned to the successor
     corporation (or parent thereof) or otherwise continue in full force and
     effect pursuant to the terms of the Change in Control or

               (ii) such accelerated vesting is precluded by other limitations
     imposed by the Plan Administrator at the time the repurchase right is
     issued.

          (c) Immediately following the consummation of the Change in Control,
all outstanding options shall terminate and cease to be outstanding, except to
the extent assumed by the successor corporation (or parent thereof) or otherwise
expressly continued in full force and effect pursuant to the terms of the Change
in Control.

          (d) Each option which is assumed in connection with a Change in
Control shall be appropriately adjusted, immediately after such Change in
Control, to apply to the number and class of securities which would have been
issuable to the Optionee in consummation of such Change in Control had the
option been exercised immediately prior to such Change in Control. Appropriate
adjustments to reflect such Change in Control shall also be made to

               (i) the exercise price payable per share under each outstanding
     option, PROVIDED the aggregate exercise price payable for such securities
     shall remain the same, and

               (ii) the maximum number and/or class of securities available for
     issuance over the remaining term of the Plan.
<PAGE>

          (e) The Plan Administrator may at any time provide that one or more
options will automatically accelerate in connection with a Change in Control,
whether or not those options are assumed or otherwise continued in full force
and effect pursuant to the terms of the Change in Control. Any such option shall
accordingly become exercisable, immediately prior to the effective date of such
Change in Control, for all of the shares of Common Stock at the time subject to
that option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock. In addition, the Plan Administrator may at any time
provide that one or more of the Corporation's repurchase rights shall not be
assignable in connection with such Change in Control and shall terminate upon
the consummation of such Change in Control.

          (f) The Plan Administrator may at any time provide that one or more
options will automatically accelerate upon an Involuntary Termination of the
Optionee's Service within a designated period (not to exceed eighteen (18)
months) following the effective date of any Change in Control in which those
options do not otherwise accelerate. Any options so accelerated shall remain
exercisable for fully-vested shares until the EARLIER of

                    (i) the expiration of the option term or

               (ii) the expiration of the one (1)-year period measured from the
     effective date of the Involuntary Termination. In addition, the Plan
     Administrator may at any time provide that one or more of the Corporation's
     repurchase rights shall immediately terminate upon such Involuntary
     Termination.



                                  ARTICLE III

                                 MISCELLANEOUS

          3.1.  No Impairment of Authority.  Outstanding awards shall in no way
affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.

          3.2.  Financing.  The Plan Administrator may permit any Optionee to
pay the option exercise price under the Plan by delivering a full-recourse,
interest bearing promissory note payable in one or more installments. The terms
of any such promissory note (including the interest rate and the terms of
repayment) shall be established by the Plan Administrator in its sole
discretion. In no event may the maximum credit available to the Optionee exceed
the sum of (i) the aggregate option exercise price or purchase price payable for
the purchased shares plus (ii) any Federal, state and local income and
employment tax liability incurred by the Optionee or the Participant in
connection with the option exercise or share purchase.

          3.3.  Tax Withholding.  (a)  The Corporation's obligation to deliver
shares of Common Stock upon the exercise of options under the Plan shall be
subject to the satisfaction of all applicable Federal, state and local income
and employment tax withholding requirements.

          (b) The Plan Administrator may, in its discretion, provide any or all
Optionees with the right to use shares of Common Stock in satisfaction of all or
part of the Withholding Taxes incurred by such holders in connection with the
exercise of their options. Such right may be provided to any such holder in
either or both of the following formats:

     STOCK WITHHOLDING:  The election to have the Corporation withhold, from the
shares of Common Stock otherwise issuable upon the exercise of such option, a
portion of those shares
<PAGE>

with an aggregate Fair Market Value equal to the percentage of the Withholding
Taxes (not to exceed one hundred percent (100%)) designated by the holder.

     STOCK DELIVERY:  The election to deliver to the Corporation, at the time
the option is exercised, one or more shares of Common Stock previously acquired
by such holder (other than in connection with the option exercise triggering the
Withholding Taxes) with an aggregate Fair Market Value equal to the percentage
of the Taxes (not to exceed one hundred percent (100%)) designated by the
holder.

          3.4.  Effective Date and Term of the Plan.  (a)  The Plan shall become
effective upon the Plan Effective Date.

               (b) The Plan shall terminate upon the EARLIEST of

                    (i) the tenth anniversary of the Plan Effective Date, or

                    (ii) the termination of all outstanding options in
     connection with a Change in Control.

Upon such plan termination, all outstanding options shall thereafter continue to
have force and effect in accordance with the provisions of the documents
evidencing such grants.

          3.5.  Amendment of the Plan.    The Board shall have complete and
exclusive power and authority to amend or modify the Plan in any or all
respects. However, no such amendment or modification shall adversely affect the
rights and obligations with respect to stock options at the time outstanding
under the Plan unless the Optionee consents to such amendment or modification.

          3.6.  Use of Proceeds.  Any cash proceeds received by the Corporation
from the sale of shares of Common Stock under the Plan shall be used for general
corporate purposes.

          3.7.  Regulatory Approvals.  (a)  The implementation of the Plan, the
granting of any stock option under the Plan and the issuance of any shares of
Common Stock upon the exercise of any granted option shall be subject to the
Corporation's procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the stock options granted under
it and the shares of Common Stock issued pursuant to it.

          (b) No shares of Common Stock or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any stock exchange (or the Nasdaq National Market, if applicable) on which
Common Stock is then listed for trading.

          3.8.  No Employment/Service Rights.  Nothing in the Plan shall confer
upon the Optionee any right to continue in Service for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the
Corporation (or any Parent or Subsidiary employing or retaining such person) or
of the Optionee, which rights are hereby expressly reserved by each, to
terminate such person's Service at any time for any reason, with or without
cause.
<PAGE>

                                   APPENDIX

     The following definitions shall be in effect under the Plan:

          1.  AWARD AGREEMENT shall have the meaning set forth in Section 2.1.

          2.  BENEFICIARY shall mean, in the event the Plan Administrator
implements a beneficiary designation procedure, the person designated by an
Optionee pursuant to such procedure, to succeed to such person's rights under
any outstanding awards held by him or her at the time of death. In the absence
of such designation or procedure, the Beneficiary shall be the personal
representative of the estate of the Optionee or the person or persons to whom
the award is transferred by will or the laws of descent and distribution.

          3.  BOARD shall mean the Corporation's Board of Directors.

          4.  CHANGE IN CONTROL shall mean a change in ownership or control of
the Corporation effected through any of the following transactions:

               (i) a merger, consolidation or reorganization approved by the
     stockholders of the Corporation, UNLESS securities representing more than
     fifty percent (50%) of the total combined voting power of the voting
     securities of the Corporation are immediately thereafter beneficially
     owned, directly or indirectly and in substantially the same proportion, by
     the persons who beneficially owned the Corporation's outstanding voting
     securities immediately prior to such transaction,

               (ii) any stockholder-approved transfer or other disposition of
     all or substantially all of the assets of the Corporation, or

               (iii)  the acquisition, directly or indirectly by any person or
     related group of persons (other than the Corporation or a person that
     directly or indirectly controls, is controlled by, or is under common
     control with the Corporation), of beneficial ownership (within the meaning
     of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
     percent (50%) of the total combined voting power of the outstanding
     securities of the Corporation pursuant to a tender or exchange offer made
     directly to the stockholders of the Corporation which the Board recommends
     such stockholders to accept;

          5.  CODE shall mean the Internal Revenue Code of 1986, as amended.

          6.  COMMON STOCK shall mean the common stock of HotJobs, adjusted as
described in Section 1.5(d) herein.

          7. CORPORATION shall mean HotJobs.com, Ltd., a Delaware corporation,
and its successors.

          8.  EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

          9.  EXERCISE DATE shall mean the date on which the Corporation shall
have received written notice of the option exercise.

          10.  FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

               (i) If the Common Stock is at the time traded on the Nasdaq
     National Market, then the Fair Market Value shall be the closing selling
     price per share of Common Stock on the date in question, as such price is
     reported on the Nasdaq National Market or any successor system.  If there
     is no closing
<PAGE>

     selling price for the Common Stock on the date in question, then the Fair
     Market Value shall be the closing selling price on the last preceding date
     for which such quotation exists.

               (ii) If the Common Stock is at the time listed on any Stock
     Exchange, then the Fair Market Value shall be the closing selling price per
     share of Common Stock on the date in question on the Stock Exchange
     determined by the Plan Administrator to be the primary market for the
     Common Stock, as such price is officially quoted in the composite tape of
     transactions on such exchange. If there is no closing selling price for the
     Common Stock on the date in question, then the Fair Market Value shall be
     the closing selling price on the last preceding date for which such
     quotation exists.

               (iii)  If neither (i) or (ii) above applies, the Fair Market
     Value shall be determined by the Plan Administrator, after taking into
     account such factors as it deems appropriate.

          11.  INVOLUNTARY TERMINATION shall mean the termination of the Service
of any individual which occurs by reason of.

               (i) such individual's involuntary dismissal or discharge by the
     Corporation for reasons other than Misconduct, or

               (ii) such individual's voluntary resignation following (A) a
     change in his or her position with the Corporation or Parent or Subsidiary
     employing the individual which materially reduces his or her duties and
     responsibilities or the level of management to which he or she reports, (B)
     a reduction in his or her level of compensation (including base salary,
     fringe benefits and target bonus under any performance based bonus or
     incentive programs) by more than fifteen percent (15%) or (C) a relocation
     of such individual's place of employment by more than fifty (50) miles,
     provided and only if such change, reduction or relocation is effected by
     the Corporation without the individual's consent..

          12.  MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee, any unauthorized use or disclosure
by such person of confidential information or trade secrets of the Corporation
(or any Parent or Subsidiary), or any intentional wrongdoing by such person,
whether by omission or commission, which adversely affects the business or
affairs of the Corporation (or any Parent or Subsidiary) in a material manner.
This shall not limit the grounds for the dismissal or discharge of any person in
the Service of the Corporation (or any Parent or Subsidiary).

          13.  1934 ACT shall mean the Securities Exchange Act of 1934, as
amended.

          14.  NON-STATUTORY OPTION shall mean an option not intended to satisfy
the requirements of Code Section 422.

          15.  OPTIONEE shall mean any person to whom an option is granted under
the Discretionary Option Grant Program.

          16.  PARENT shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

          17.  PLAN shall mean the Corporation's 2000 Stock Option Plan, as set
forth in this document.

          18.  PLAN ADMINISTRATOR shall mean the particular entity, whether the
Primary Committee, the Board or the Secondary Committee, which is authorized to
administer the Discretionary Option
<PAGE>

Grant Program with respect to one or more classes of eligible persons, to the
extent such entity is carrying out its administrative functions under such
program with respect to the persons under its jurisdiction. However, the Primary
Committee shall have the plenary authority to make all factual determinations
and to construe and interpret any and all ambiguities under the Plan to the
extent such authority is not otherwise expressly delegated to any other Plan
Administrator.

          19.  PLAN EFFECTIVE DATE shall mean the date on which the Plan is
adopted by the Board.

          20.  PRIMARY COMMITTEE shall mean the committee of two (2) or more
non-employee Board members appointed by the Board to administer the
Discretionary Option Grant Program with respect to Section 16 Insiders.

          21.  SECONDARY COMMITTEE shall mean a committee of one (1) or more
Board members appointed by the Board to administer the Discretionary Option
Grant Program with respect to eligible persons other than Section 16 Insiders.

          22.  SECTION 16 INSIDER shall mean an officer or director of the
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

          23.  SERVICE shall mean the performance of services for the
Corporation (or any Parent or Subsidiary) by a person in the capacity of an
Employee, non-employee member of the board of directors, consultant, or
independent advisor.

          24.  STOCK EXCHANGE shall mean either the American Stock Exchange or
the New York Stock Exchange.

          25.  SUBSIDIARY shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

          26.  WITHHOLDING TAXES shall mean the Federal, state and local income
and employment withholding tax liabilities to which the holder of Options may
become subject in connection with the exercise of those options.