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                                LENDINGTREE, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                Amended and Restated Effective as of July 1, 2001


         1. Purpose. The LendingTree, Inc. Employee Stock Purchase Plan, as
amended and restated (the "Plan"), is established for the benefit of employees
of LendingTree, Inc., a Delaware corporation, and its Designated Subsidiaries.
The Plan is intended to provide the employees of the Employer with an
opportunity to purchase shares of common stock of the Company. It is the
intention of the Company that the Plan qualify as an "employee stock purchase
plan" within the meaning of Section 423 of the Internal Revenue Code, and the
provisions of the Plan shall be construed in a manner consistent with the
requirements of the Internal Revenue Code.

         2. Definitions.

         (a) "Board" shall mean the Board of Directors of the Company.

         (b) "Change in Capitalization" shall mean any increase, reduction, or
change or exchange of Shares for a different number or kind of shares or other
securities of the Company by reason of a reclassification, recapitalization,
merger, consolidation, reorganization, Share dividend, Share split or reverse
Share split, combination or exchange of Shares, repurchase of Shares, change in
corporate structure or otherwise.

         (c) "Change in Control" of the Company shall be deemed to occur upon
the first to occur of the following: (i) the acquisition by any Person of shares
of the Company's stock representing more than fifty percent (50%) of the total
voting power of the Company; (ii) the following individuals cease for any reason
to constitute a majority of the number of directors then serving: individuals
who, on the date hereof, constitute the Board and any new director (other than a
director whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the Company's
stockholders was approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for election was previously
so approved or recommended; (iii) any merger, share exchange, consolidation or
other reorganization or business combination in which the Company is not the
surviving or continuing corporation or in which the Company's stockholders do
not control greater than fifty percent (50%) of the voting power of the
surviving or continuing corporation, or in which the Company's stockholders
become entitled to receive cash, securities of the Company other than voting
common stock, or securities of another issuer; or (iv) the stockholders of the
Company approve a plan of complete liquidation or dissolution of the Company or
there is consummated an agreement for the sale or disposition by the Company of
all or substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the Company's assets
to an entity, at least fifty percent (50%) of the combined voting power of the
voting securities of which are

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owned by stockholders of the Company in substantially the same proportions as
their ownership of the Company immediately prior to such sale.

         (d) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time. A reference to a particular section of the Code shall include
reference to any regulations issued under the section and to the corresponding
section of any subsequently enacted federal revenue law.

         (e) "Committee" shall mean the Compensation Committee or any other
committee of members of the Board appointed by the Board to administer the Plan
and to perform the functions set forth herein.

         (f) "Company" shall mean LendingTree, Inc., a corporation organized
under the laws of the State of Delaware, or any successor corporation.

         (g) "Compensation" shall mean the fixed salary, wages, commissions,
overtime pay and bonuses paid by an Employer to an Employee as reported by the
Employer to the United States government for Federal income tax purposes,
including an Employee's portion of any compensation deferral contributed on the
Employee's behalf to a plan described in Section 401(k) of the Code, any amount
excludable pursuant to Section 125 of the Code and any compensation deferral
made under a non-qualified deferred compensation plan, but excluding any foreign
service allowance, severance pay, expense reimbursement or any credit or benefit
under any employee plan maintained by the Employer (other than those described
above).

         (h) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of a leave of absence
agreed to in writing by the Employee's Employer, if such leave is for a
continuous period of not more than ninety (90) days or, if longer, re-employment
upon the expiration of such leave is guaranteed by contract or statute.

         (i) "Designated Subsidiary" shall mean (1) any wholly-owned Subsidiary
of the Company, or (2) any Subsidiary of the Company that the Board designates
from time to time in its sole discretion as eligible to participate in the Plan,
which may include any corporation that becomes a Subsidiary of the Company after
the adoption of the Plan.

         (j) "Employee" shall mean any person, including an officer, who as of
an Offering Date has been regularly employed on a full-time basis by the Company
or a Designated Subsidiary of the Company for at least six (6) months; provided,
however, that any individual who is employed on a full-time basis as of the
first Offering Date under the Plan shall be entitled to participate in the first
Offering Period under the Plan.

         (k) "Employer" shall mean, as to any particular Employee, the
corporation which employs such Employee, whether it is the Company or a
Designated Subsidiary of the Company.

         (l) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

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         (m) "Exercise Date" shall mean the last business day of each Purchase
Period, except as the Committee may otherwise provide.

         (n) "Fair Market Value" per Share as of a particular date shall mean
(i) the closing sales price per Share on such date, as reported by the Composite
Transactions reporting system or if not so reported, as reported by the New York
Stock Exchange or (ii) in the event the Shares are not traded on such date, the
closing price per Share, as so reported in the immediately preceding date on
which trading occurred, or if not so reported, as reported by any national
securities exchange on which the Shares are listed.

         (o) "Offering Date" shall mean the first Trading Day of each Offering
Period of the Plan. The Offering Date of an Offering Period is the grant date
for the options offered in such Offering Period.

         (p) "Offering Period" shall mean a period as described in Section 4
hereof.

         (q) "Parent" shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, at the time of
granting an option, each of the corporations other than the Company owns shares
possessing fifty percent (50%) or more of the total combined voting power of all
classes of shares in one of the other corporations in such chain.

         (r) "Participant" shall mean an Employee who participates in the Plan.

         (s) "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any of its affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.

         (t) "Plan" shall mean the LendingTree, Inc. Employee Stock Purchase
Plan, as amended and restated, and as may be further amended from time to time.

         (u) "Plan Year" shall mean the calendar year, except that the first
Plan Year shall begin the date the Company's registration statement filed in
connection with the initial public offering is declared effective by the
Securities and Exchange Commission and shall end on the next December 31.

         (v) "Purchase Period" shall mean each approximately six-month period,
within an Offering Period, commencing on the Trading Day next following the last
previous Exercise Date in such Offering Period and ending with the next Exercise
Date in such Offering Period, except that the first Purchase Period of any
Offering Period shall commence on the first Trading Day of such Offering Period
and end with the next Exercise Date.

         (w) "Share" shall mean a share of the common stock, par value $.01 per
share, of the Company.

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         (x) "Subsidiary" shall mean any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if, at the time of
granting an option, each of the corporations other than the last corporation in
the unbroken chain owns shares possessing fifty percent (50%) or more of the
total combined voting power of all classes of shares in one of the other
corporations in such chain.

         (y) "Trading Day" shall mean a day on which national stock exchanges
and the NASDAQ system are open for trading.

         3. Eligibility.

         (a) Subject to the requirements of subsection (b) hereof, any person
who is an Employee as of an Offering Date shall be eligible to participate in
the Plan and be granted an option for the Offering Period commencing on such
Offering Date.

         (b) Notwithstanding any provisions of the Plan to the contrary, no
Employee shall be granted an option under the Plan to the extent that:

                  (i) immediately after the grant, such Employee (or any other
         person whose stock would be attributed to such Employee pursuant to
         Section 424(d) of the Code) would own stock and/or hold outstanding
         options to purchase stock possessing five percent (5%) or more of the
         total combined voting power or value of all classes of stock of the
         Company or of any Subsidiary or Parent of the Company, or

                  (ii) such Employee's right to purchase stock under all
         employee stock purchase plans of the Company and any Subsidiary or
         Parent of the Company, including this Plan, accrues at a rate which
         exceeds twenty-five thousand dollars ($25,000) of the Fair Market Value
         of such stock for any calendar year in which such option would be
         outstanding at any time. For purposes of this limit, the Fair Market
         Value of the stock shall be determined at the Offering Date on which
         the option is granted.

Any amounts received from an Employee which cannot be used to purchase Shares
under this Plan as a result of these limitations will be returned as soon as
possible to the Employee without interest.

         4. Offering Periods. The Plan shall be implemented by a series of
consecutive, overlapping Offering Periods. The first such Offering Period shall
commence on the first Trading Day on or following July 1, 2000 and shall end on
the last Trading Day on or before December 31, 2001. Unless otherwise determined
by the Committee, Offering Periods commencing on the first Trading Day on or
after January 1, 2001 and July 1, 2001 shall have a duration of two (2) years.
Thereafter, unless otherwise determined by the Committee, each subsequent
Offering Period shall have a duration of eighteen (18) months, commencing on the
first Trading Day on or after January 1 or July of each year. The Plan shall
continue until terminated in accordance with Section 19 hereof. Subject to
Section 19 hereof, the Committee shall have the power to change the duration
and/or the frequency of Offering Periods and/or Purchase Periods with respect to
future offerings and shall use its best efforts to notify Employees of any such
change at least fifteen (15) days prior to the scheduled beginning of the

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first Offering Period to be affected. In no event shall any option granted
hereunder be exercisable more than twenty-seven (27) months from its date of
grant.

         To the extent permitted by any applicable laws, regulations, or stock
exchange rules, if the Fair Market Value of the Shares on any Exercise Date in
an Offering Period is lower than the Fair Market Value of the Shares on the
Offering Date of such Offering Period, then all Participants in such Offering
Period shall be automatically withdrawn from such Offering Period immediately
after the exercise of their option on such Exercise Date and automatically
re-enrolled in the immediately following Offering Period as of the first day
thereof.

         5. Participation; Grant of Option; Price.

         (a) Each eligible Employee may elect to become a Participant in the
Plan with respect to an Offering Period, by filing a subscription agreement with
his or her Employer authorizing payroll deductions in accordance with Section 6
hereof and filing it with the Company or the Employer in accordance with the
form's instructions at least ten (10) business days prior to the applicable
Offering Date, unless a later time for filing the subscription agreement is set
by the Committee for all Employees with respect to a given offering. Such
authorization will remain in effect for subsequent Offering Periods, until
modified or terminated by the Participant by giving written notice to his or her
Employer prior to the next occurring Exercise Date. Additionally, a Participant
may participate to a greater extent by authorizing reinvestment of dividends on
the Shares held in his or her account (by giving written notice to the
Company).

         (b) On each Offering Date, the Company shall commence an Offering
Period by granting to a Participant an option to purchase on each Exercise Date
during the Offering Period a number of Shares determined by dividing the amounts
credited to the Participant's account (as described in Sections 6 and 10) by the
applicable option exercise price (as described in Section 5(c)). However, in no
event may a Participant be permitted to purchase more than 25,000 Shares during
each Purchase Period or more than 25,000 Shares during any calendar year. Such
limits shall be subject to adjustment pursuant to Section 17. Options shall also
be subject to the limitations set forth in Sections 3(b)(ii) and 11(a). Each
option shall be exercisable only on the Exercise Date. The option shall expire
on the last day of the Offering Period.

         (c) The option price per Share during an offering shall be eighty-five
percent (85%) of the Fair Market Value of a Share on (i) the Offering Date or
(ii) the Exercise Date, whichever is lower.

         6. Payroll Deductions.

         (a) Subject to Section 5(a) hereof, a Participant may, in accordance
with rules and procedures adopted by the Committee, authorize a payroll
deduction of any whole percentage from one percent (1%) to twenty percent (20%)
of such Participant's Compensation each pay period (the permissible range within
such percentages to be determined by the Committee from time to time). All
payroll deductions made by a Participant shall be credited to such Participant's
account under the Plan. Participants may not make contributions to their
accounts other than through payroll deduction.

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         (b) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) hereof, a Participant's
payroll deductions may be decreased to zero percent (0%) at any time during a
Purchase Period. Payroll deductions shall recommence at the rate provided in
such Participant's subscription agreement at the beginning of the first Purchase
Period which is scheduled to end in the following calendar year, unless
terminated by the Participant as provided in Section 9 hereof.

         (c) If a Participant withdraws from the Plan as provided in Section 9,
his or her payroll deductions will terminate for the Purchase Period in which
such withdrawal occurs. A Participant may increase or decrease the rate of his
or her payroll deductions not more than once each Purchase Period by completing
and filing with the Employer a new subscription agreement authorizing a change
in payroll deduction rate. The Committee may, in its discretion, limit the
number of rate changes by a Participant during an Offering Period. A change in
rate shall be effective as of the next payroll period following the date of
filing of the new subscription agreement.

         7. Exercise of Option.

         (a) Unless a Participant withdraws from the Plan as provided in Section
9 hereof, or unless the Committee otherwise provides, such Participant's
election to purchase Shares shall be exercised automatically on the Exercise
Date, and the maximum number of Shares (including any fractional Share) subject
to such option will be purchased for such Participant at the applicable option
price with (i) the accumulated payroll deductions and (ii) cash dividends paid
on Shares which have been credited to the Participant's account under the Plan
pursuant to Section 10 hereof.

         (b) Any cash balance remaining in a Participant's account after the
termination of an Offering Period will be carried forward to purchase Shares
during the next Offering Period if the Participant has elected to continue to
participate in the Plan. If the Participant has not elected to continue to
participate in the Plan, the Participant will receive a cash payment equal to
the cash balance of his or her account.

         (c) The Shares purchased upon exercise of an option hereunder shall be
credited to the Participant's account under the Plan as of the Exercise Date and
shall be deemed to be transferred to the Participant on such date (except that
no Shares purchased during the first Offering Period hereunder shall be credited
to the Participant's account until payment of the aggregate option price has
been completed within the Offering Period). Except as otherwise provided herein,
the Participant shall have all rights of a shareholder with respect to such
Shares upon their being credited to the Participant's account.

         8. Delivery of Shares.

         (a) As promptly as practicable after receipt by the Company of a
written request for withdrawal of Shares from any Participant, the Company shall
arrange the delivery to such Participant of a share certificate representing the
Shares in the Participant's account which the Participant requests to withdraw
(any fractional Share being paid in cash). Subject to Section 8(b) hereof,
withdrawals may be made no more frequently than once each Offering Period.

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<PAGE>


Shares received upon share dividends or share splits shall be treated as having
been purchased on the Exercise Date of the Shares to which they relate.

         (b) Notwithstanding anything in Section 8(a) hereof to the contrary,
Shares may be withdrawn by a Participant more than once during an Offering
Period under the following circumstances: (i) within sixty (60) days following a
Change in Control of the Company or (ii) upon the approval of the Committee, in
its sole discretion.


         9. Withdrawal; Termination of Employment.

         (a) A Participant may withdraw at any time all, but not less than all,
cash amounts in his or her account under the Plan that have not been used to
purchase Shares (including, without limitation, the payroll deductions and cash
dividends credited to such Participant's account) by giving written notice to
the Company prior to the next occurring Exercise Date. All such payroll
deductions and cash dividends credited to such Participant's account shall be
paid to such Participant promptly after receipt of such Participant's notice of
withdrawal and such Participant's option for the Offering Period in which the
withdrawal occurs shall be automatically terminated. No further payroll
deductions for the purchase of Shares will be made for such Participant during
such Offering Period, and any additional cash dividends during the Offering
Period shall be distributed to the Participant.

         (b) Upon termination of a Participant's Continuous Status as an
Employee during the Offering Period for any reason, including voluntary
termination, retirement or death, the payroll deductions and cash dividends
credited to such Participant's account that have not been used to purchase
Shares (and, as to the first Offering Period, any such amounts credited to the
account for partial payment for Shares as to which payment has not been
completed) shall be returned (and any future cash dividends shall be
distributed) to such Participant or, in the case of such Participant's death, to
the person or persons entitled thereto under Section 13 hereof, and such
Participant's option will be automatically terminated.

         (c) A Participant's withdrawal from an offering will not have any
effect upon such Participant's eligibility to participate in a succeeding
Offering Period or in any similar plan which may hereafter be adopted by the
Company.

         10. Dividends and Interest.

         (a) Cash dividends paid on Shares held in a Participant's account shall
be credited to such Participant's account and used in addition to payroll
deductions to purchase Shares on the Exercise Date. Dividends paid in Shares or
share splits of the Shares shall be credited to the accounts of Participants.
Dividends paid in property other than cash or Shares shall be distributed to
Participants as soon as practicable.

         (b) No interest shall accrue on or be payable with respect to the
payroll deductions or cash dividends credited to a Participant's account under
the Plan.

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         11. Shares.

         (a) Subject to adjustment as provided in Section 17 hereof, the maximum
number of Shares which shall be reserved for sale under the Plan shall be
444,500 Shares, plus an annual increase to be added on the first day of the
Company's fiscal year beginning in 2001 equal to the lesser of (i) 400,000
Shares or (ii) a lesser amount determined by the Committee. Such Shares shall be
either authorized and unissued Shares or Shares which have been reacquired by
the Company. If the total number of Shares which would otherwise be subject to
options granted pursuant to Section 5(b) hereof on an Offering Date exceeds the
number of Shares then available under the Plan (after deduction of all Shares
for which options have been exercised or are then outstanding), the Committee
shall make a pro rata allocation of the Shares remaining available for option
grant in as uniform a manner as shall be practicable and as it shall determine
to be equitable. In such event, the Committee shall give written notice to each
Participant of such reduction of the number of option Shares affected thereby
and shall similarly reduce the rate of payroll deductions, if necessary.

         (b) Shares to be delivered to a Participant under the Plan will be
registered in the name of the Participant or, at the election of the
Participant, in the name of the Participant and another person as joint tenants
with rights of survivorship.

         (c) For shares acquired in Offering Periods commencing after January 1,
2002, a Participant may not sell or otherwise dispose of his or her interest in
shares acquired under the Plan for at least one (1) year from the Exercise Date
on which such shares were acquired.

         12. Administration. The Plan shall be administered by the Committee,
and the Committee may select administrator(s) to whom its duties and
responsibilities hereunder may be delegated. The Committee shall have full power
and authority, subject to the provisions of the Plan, to promulgate such rules
and regulations as it deems necessary for the proper administration of the Plan,
to interpret the provisions and supervise the administration of the Plan, and to
take all action in connection therewith or in relation thereto as it deems
necessary or advisable. Any decision reduced to writing and signed by a majority
of the members of the Committee shall be fully effective as if it had been made
at a meeting duly held. Except as otherwise provided by the Committee, each
Employer shall be charged with all expenses incurred in the administration of
the Plan with respect to such Employer's Employees. No member of the Committee
shall be personally liable for any action, determination, or interpretation made
in good faith with respect to the Plan, and all members of the Committee shall
be fully indemnified by the Company with respect to any such action,
determination or interpretation. All decisions, determinations and
interpretations of the Committee shall be final and binding on all persons,
including the Company, the Participant (or any person claiming any rights under
the Plan from or through any Participant) and any shareholder.

         13. Designation of Beneficiary.

         (a) A Participant may file with the Company, on forms supplied by the
Company, a written designation of a beneficiary who is to receive any Shares and
cash remaining in such Participant's account under the Plan in the event of the
Participant's death.

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         (b) Such designation of a beneficiary may be changed by the Participant
at any time by written notice to the Company, on forms supplied by the Company.
In the event of the death of a Participant and in the absence of a beneficiary
who has been validly designated under the Plan and who is living at the time of
such Participant's death, the Company shall deliver such Shares and/or cash to
the executor or administrator of the estate of the Participant or, if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such Shares and/or cash to the
spouse or to any one or more dependents or relatives of the Participant in
accordance with the applicable laws of descent and distribution, or if no
spouse, dependent or relative is known to the Company, then to such other person
as the Company may designate.

         14. Transferability. Neither payroll deductions, dividends or dividend
reinvestments credited to a Participant's account nor any rights with regard to
the exercise of an option or to receive Shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way by the Participant
(other than by will, the laws of descent and distribution or as provided in
Section 13 hereof). Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with Section 9 hereof.

         15. Use of Funds. All payroll deductions, dividends or dividend
reinvestments received or held by the Company under the Plan may be used by the
Company for any corporate purpose, and the Company shall not be obligated to
segregate such funds.

         16. Reports. Individual accounts will be maintained for each
Participant in the Plan. Statements of account will be given to Participants as
soon as practicable following each Offering Period, which statements will set
forth the amounts of payroll deductions, dividends and dividend reinvestments,
the per Share purchase price, the number of Shares purchased, the aggregate
Shares in the Participant's account and the remaining cash balance, if any.

         17. Effect of Certain Changes. In the event of a Change in
Capitalization or the distribution of an extraordinary dividend, the Committee
shall conclusively determine the appropriate equitable adjustments, if any, to
be made under the Plan, including without limitation adjustments to the number
of Shares which have been authorized for issuance under the Plan but have not
yet been placed under option, as well as the price per Share covered by each
option under the Plan which has not yet been exercised. In the event of a Change
in Control of the Company, the Offering Period shall terminate unless otherwise
provided by the Committee.

         18. Term of Plan. Subject to the Board's right to discontinue the Plan
pursuant to Section 19 hereof, the Plan (and its last Offering Period) shall
terminate on the tenth anniversary of the commencement of the first Offering
Period. Upon any discontinuance of the Plan, unless the Committee shall
determine otherwise, any assets remaining in the Participants' accounts under
the Plan shall be delivered to the respective Participant (or the Participant's
legal representative) as soon as practicable.

         19. Amendment to and Discontinuance of Plan. The Board may at any time
amend, suspend or discontinue the Plan. Except as provided in Section 17 hereof,
no such suspension or discontinuance may adversely affect options previously
granted and no amendment may make

                                       9
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any change in any option theretofore granted which adversely affects the rights
of any Participant which accrued prior to the date of effectiveness of such
amendment without the consent of such Participant. No amendment shall be
effective unless it receives the requisite approval of the shareholders of the
Company if such shareholder approval of such amendment is required to comply
with Rule 16b-3 under the Exchange Act or Section 423 of the Code or to comply
with any other applicable law, regulation or stock exchange rule.

         20. Notices. All notices or other communications by a Participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         21. Regulations and Other Approvals; Governing Law.

         (a) This 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 the choice of law principles of any jurisdiction,
except to the extent that such law is preempted by federal law.

         (b) 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.

         (c) To the extent applicable hereto, the Plan is intended to comply
with Rule 16b-3 under the Exchange Act, and the Committee shall interpret and
administer the provisions of the Plan in a manner consistent therewith. Any
provisions inconsistent with Rule 16b-3 shall be inoperative and shall not
affect the validity of the Plan.

         22. Withholding of Taxes. If the Participant 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 Participant pursuant to such
Participant's exercise of an option, and such disposition occurs within the
two-year period commencing on the day after the Offering Date or within the
one-year period commencing on the day after the Exercise Date, such Participant
shall, within ten (10) days of such disposition, notify the Company thereof and
thereafter immediately deliver to the Company any amount of Federal, state or
local income taxes and other amounts which the Company informs the Participant
the Company is required to withhold.

         23. Effective Date. The Plan shall be effective as of the date of the
completion of the initial public offering of the Shares, subject to the approval
of the Plan by the shareholders of the Company within twelve (12) months before
or after the date the Plan is adopted.

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