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                                SHOPNOW.COM INC.

                  AMENDED AND RESTATED 1999 NONOFFICER EMPLOYEE

                                STOCK OPTION PLAN

         1.       PURPOSES OF THE PLAN. The purposes of this 1999 Nonofficer
Employee Stock Option Plan are:

                  -   to attract and retain the best available personnel for
                      positions of substantial responsibility,

                  -   to provide additional incentive to certain Employees and
                      Consultants, and

                  -   to promote the success of the Company's business.

                  Awards granted under the Plan may be Stock Awards and
Nonstatutory Stock Options only.

         2. DEFINITIONS. As used herein, the following definitions shall apply:

                  (a) "Administrator" means the Board or any of its
Committees as shall be administering the Plan or one or more senior executive
officers authorized by the Board to grant Awards, in accordance with Section
4 of the Plan.

                  (b) "Applicable Laws" means the requirements relating to
the administration of stock option plans under U. S. state corporate laws,
U.S. federal and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted and the
applicable laws of any foreign country or jurisdiction where Awards are, or
will be, granted under the Plan.

                  (c) "Award" means an award or grant made pursuant to the
Plan, including, without limitation, awards or grants of Stock Awards and
Options, or any combination of the foregoing.

                  (d) "Board" means the Board of Directors of the Company.

                  (e) "Code" means the Internal Revenue Code of 1986, as
amended.

                  (f) "Committee" means a committee of Directors appointed by
the Board in accordance with Section 4 of the Plan.

                  (g) "Common Stock" means the common stock of the Company.

                  (h) "Company" means ShopNow.com Inc., a Washington
corporation.

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                  (i) "Consultant" means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services to such
entity.

                  (j) "Director" means a member of the Board.

                  (k) "Disability" means total and permanent disability as
defined in Section 22(e)(3) of the Code.

                  (l) "Employee" means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the
Company. A Service Provider shall not cease to be an Employee in the case of
(i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any Subsidiary,
or any successor. Neither service as a Director nor payment of a director's
fee by the Company shall be sufficient to constitute "employment" by the
Company.

                  (m) "Exchange Act" means the Securities Exchange Act of
1934, as amended.

                  (n) "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:

                           (i) If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price
for such stock (or the closing bid, if no sales were reported) as quoted on
such exchange or system for the last market trading day prior to the time of
determination, as reported in THE WALL STREET JOURNAL or such other source as
the Administrator deems reliable;

                           (ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high
bid and low asked prices for the Common Stock on the last market trading day
prior to the day of determination, as reported in THE WALL STREET JOURNAL or
such other source as the Administrator deems reliable; or

                           (iii) In the absence of an established market for
the Common Stock, the Fair Market Value shall be determined in good faith by
the Administrator.

                  (o) "INCENTIVE STOCK OPTION" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.

                  (p) "NONSTATUTORY STOCK OPTION" means an Option not
intended to qualify as an Incentive Stock Option.

                  (q) "NOTICE OF GRANT" means a written or electronic notice
evidencing certain terms and conditions of an individual Award grant. The
Notice of Grant is part of the Option or Stock Award Agreement.

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                  (r) "OFFICER" means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and the rules
and regulations promulgated thereunder.

                  (s) "OPTION" means a Nonstatutory Stock Option granted
pursuant to the Plan.

                  (t) "OPTION AGREEMENT" means an agreement between the
Company and a Participant evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.

                  (u) "OPTIONED STOCK" means the Common Stock subject to an
Option.

                  (v) "PARENT" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                  (w) "PARTICIPANT" means the holder of an outstanding Award
granted under the Plan.

                  (x) "PLAN" means this 1999 Nonofficer Employee Stock Option
Plan.

                  (y) "SERVICE PROVIDER" means an Employee or Consultant.

                  (z) "SHARE" means a share of the Common Stock, as adjusted
in accordance with Section 13 of the Plan.

                  (aa) "STOCK AWARD" means shares of Common Stock or units
denominated in Common Stock granted under Section 11, the rights of ownership
of which may be subject to restrictions prescribed by the Administrator.

                  (bb) "STOCK AWARD AGREEMENT" means an agreement between the
Company and a Participant evidencing the terms and conditions of an
individual Award grant. The Stock Award Agreement is subject to the terms and
conditions of the Plan.

                  (cc) "SUBSIDIARY" means a "subsidiary corporation," whether
now or hereafter existing, as defined in Section 424(f) of the Code.

         3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section
13 of the Plan, the maximum number of Shares which are available for issuance
under the Plan is

         (a) 2,500,000 Shares; plus

         (b) an automatic increase to be added on the first day of the fiscal
quarter beginning on January 1, 2000 equal to 10,000 Shares multiplied by the
number of individuals who began employment or services at the Company, a
Parent or a Subsidiary in the preceding fiscal quarter in connection with the
Company's acquisition of any corporation or business entity in such quarter;
plus

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         (c) an automatic increase to be added on the first day of each month
beginning on or after March 1, 2000 equal to 10,000 Shares multiplied by the
number of individuals who began employment or services at the Company, a
Parent or a Subsidiary in the immediately preceding month;

provided, however, that the maximum number of Shares which may be issued
under the Plan may not exceed 4,000,000 Shares. The Shares may be authorized,
but unissued, or reacquired Common Stock.

                  No more than 30% of the Shares authorized for issuance
under the Plan may be issued to officers who are not subject to Section 16 of
the Exchange Act.

                  Any Shares that have been made subject to an Award that
cease to be subject to the Award (other than by reason of exercise or payment
of the Award to the extent it is exercised for or settled in vested and
nonforfeitable Shares) shall again be available for issuance in connection
with future grants of Awards under the Plan.

         4. ADMINISTRATION OF THE PLAN.

                  (a)      Procedure.

                           (i)     MULTIPLE ADMINISTRATIVE BODIES.  The Plan
may be administered by different Committees with respect to different groups
of Service Providers. In addition, to the extent consistent with applicable
law, the Board may authorize one or more senior executive officers to grant
Awards to specified classes of Service Providers, within the limits
specifically prescribed by the Board.

                           (ii)    OTHER ADMINISTRATION.  Other than as
provided above, the Plan shall be administered by (A) the Board or (B) a
Committee, which committee shall be constituted to satisfy Applicable Laws.

                  (b) POWERS OF THE ADMINISTRATOR. Subject to the provisions
of the Plan, and in the case of a Committee or executive officer, subject to
the specific duties delegated by the Board to such Committee or officer, the
Administrator shall have the authority, in its discretion:

                           (i)      to determine the Fair Market Value;

                           (ii)     to select the Service Providers to whom
Awards may be granted hereunder;

                           (iii)   to determine the number of shares of
Common Stock to be covered by each Award granted hereunder;

                           (iv)     to approve forms of agreement for use under
the Plan;

                           (v)      to determine the terms and conditions,
not inconsistent with the terms of the Plan, of any Award granted hereunder.
Such terms and conditions include, but are

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not limited to, the exercise price, the time or times when Awards may be
exercised (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Award or the shares of Common Stock relating
thereto, based in each case on such factors as the Administrator, in its sole
discretion, shall determine;

                           (vi)     to construe and interpret the terms of
the Plan and Awards granted pursuant to the Plan;

                           (vii)    to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax
treatment under foreign tax laws;

                           (viii)   to modify or amend each Award (subject to
Section 16(b) of the Plan), including the discretionary authority to extend
the post-termination exercisability period of Options longer than is
otherwise provided for in the Plan;

                           (ix)     to allow Participants to satisfy
withholding tax obligations by electing to have the Company withhold from the
Shares to be issued upon exercise of an Option or the grant of a Stock Award
that number of Shares having a Fair Market Value equal to the amount required
to be withheld. The Fair Market Value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be
determined. All elections by a Participant to have Shares withheld for this
purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable;

                           (x)      to authorize any person to execute on
behalf of the Company any instrument required to effect the grant of an Award
previously granted by the Administrator;

                           (xi)     to make all other determinations deemed
necessary or advisable for administering the Plan.

                  (c) EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's
decisions, determinations and interpretations shall be final and binding on
all Participants and any other holders of Awards.

         5. ELIGIBILITY. Awards may be granted to Service Providers selected
by the Administrator who are not, at the time the Award is granted, Officers
or Directors of the Company.

         6. LIMITATIONS.

                  (a) Neither the Plan nor any Award shall confer upon a
Participant any right with respect to continuing the Participant's
relationship as a Service Provider with the Company, nor shall they interfere
in any way with the Participant's right or the Company's right to terminate
such relationship at any time, with or without cause.

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         7. TERM OF PLAN. The Plan shall become effective upon its adoption
by the Board. The Plan shall have no fixed expiration date.

         8. TERM OF OPTION. The term of each Option shall be stated in the
Option Agreement or, if not stated in the Option Agreement, shall be ten (10)
years from the date of grant.

         9. OPTION EXERCISE PRICE AND CONSIDERATION.

                  (a) EXERCISE PRICE.  The per share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be determined by
the Administrator.

                  (b) WAITING PERIOD AND EXERCISE DATES. At the time an
Option is granted, the Administrator shall fix the period within which the
Option may be exercised and shall determine any conditions that must be
satisfied before the Option may be exercised.

                  (c) FORM OF CONSIDERATION. The Administrator shall
determine the acceptable form of consideration for exercising an Option,
including the method of payment. Such consideration may consist entirely of:

                           (i)      cash;

                           (ii)     check;

                           (iii)    to the extent permitted by the Plan
Administrator in the Option Agreement, other Shares which (A) in the case of
Shares acquired upon exercise of an option, have been owned by the
Participant for more than six months on the date of surrender, and (B) have a
Fair Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which said Option shall be exercised;

                           (iv)     consideration received by the Company
under a cashless exercise program implemented by the Company in connection
with the Plan;

                           (v)      any combination of the foregoing methods
of payment; or

                           (vi)     such other consideration and method of
payment for the issuance of Shares to the extent permitted by Applicable Laws.

         10. EXERCISE OF OPTION.

                  (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any
Option granted hereunder shall be exercisable according to the terms of the
Plan and at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement. Unless the Administrator
provides otherwise, vesting of Options granted hereunder shall be tolled
during any unpaid leave of absence. An Option may not be exercised for a
fraction of a Share.

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                           An Option shall be deemed exercised when the Company
receives: (i) written or electronic notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Participant or, if
requested by the Participant, in the name of the Participant and his or her
spouse. Until the Shares are issued (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company),
no right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. The Company shall issue (or cause to be issued) such Shares promptly
after the Option is exercised. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are
issued, except as provided in Section 13 of the Plan.

                           Exercising an Option in any manner for vested and
nonforfeitable Shares shall decrease the number of Shares thereafter available,
both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.

                  (b) TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER. If a
Participant ceases to be a Service Provider, other than upon the Participant's
death or Disability, the Participant may exercise his or her Option within such
period of time as is specified in the Option Agreement to the extent that the
Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement). In
the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for three (3) months following the Participant's termination. If, on
the date of termination, the Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert to
the Plan. If, after termination, the Participant does not exercise his or her
Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

                  (c) DISABILITY OF PARTICIPANT. If a Participant ceases to be a
Service Provider as a result of the Participant's Disability, the Participant
may exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Participant's termination. If, on the date of termination, the Participant
is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the
Participant does not exercise his or her Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

                  (d) DEATH OF PARTICIPANT. If a Participant dies while a
Service Provider, the Option may be exercised within such period of time as is
specified in the Option Agreement (but in no event later than the expiration of
the term of such Option as set forth in the Option


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Agreement), by the Participant's estate or by a person who acquires the right to
exercise the Option by bequest or inheritance, but only to the extent that the
Option is vested on the date of death. In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for twelve (12) months
following the Participant's termination. If, at the time of death, the
Participant is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option shall immediately revert to the Plan. The
Option may be exercised by the executor or administrator of the Participant's
estate or, if none, by the person(s) entitled to exercise the Option under the
Participant's will or the laws of descent or distribution. If the Option is not
so exercised within the time specified herein, the Option shall terminate, and
the Shares covered by such Option shall revert to the Plan.

                  (e) BUYOUT PROVISIONS. The Administrator may at any time offer
to buy out for a payment in cash or Shares an Option previously granted based on
such terms and conditions as the Administrator shall establish and communicate
to the Participant at the time that such offer is made.

         11.      Stock Awards.

                  (a) The Administrator is authorized to make Awards of Common
Stock or Awards denominated in units of Common Stock on such terms and
conditions and subject to such restrictions, if any (which may be based on
continuous service with the Company or the achievement of performance goals), as
the Administrator shall determine, in its sole discretion, which terms,
conditions and restrictions shall be set forth in the instrument evidencing the
Award. The terms, conditions and restrictions that the Administrator shall have
the power to determine shall include, without limitation, the manner in which
Shares subject to Stock Awards are held during the periods they are subject to
restrictions and the circumstances under which forfeiture of the Stock Award
shall occur by reason of termination of the Participant's employment or service
relationship.

                  (b) Upon the satisfaction of any terms, conditions and
restrictions prescribed in respect to a Stock Award, or upon the Participant's
release from any terms, conditions and restrictions of a Stock Award, as
determined by the Administrator, the Company shall release, as soon as
practicable, to the Participant or, in the case of the Participant's death, to
the personal representative of the Participant's estate or as the appropriate
court directs, the appropriate number of Shares.

                  (c) Notwithstanding any other provisions of the Plan, the
Administrator may, in its sole discretion, waive the forfeiture period and any
other terms, conditions or restrictions on any Stock Award under such
circumstances and subject to such terms and conditions as the Administrator
shall deem appropriate

         12. NON-TRANSFERABILITY OF AWARDS. Unless determined otherwise by the
Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Participant, only by the Participant. If the Administrator


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makes an Award transferable, such Award shall contain such additional terms and
conditions as the Administrator deems appropriate.

         13.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
                  MERGER OR ASSET SALE.

                  (a) CHANGES IN CAPITALIZATION. Subject to any required action
by the shareholders of the Company, the number of shares of Common Stock covered
by each outstanding Award, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Shares have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Award, as well as the price per share of Common Stock covered
by each such outstanding Award, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Award.

                  (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Participant as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for a Participant
to have the right to exercise his or her Option until ten (10) days prior to
such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the Option would not otherwise be exercisable. In addition,
the Administrator may provide that any Company repurchase option or forfeiture
provision applicable to any Award shall lapse as to all such Shares, provided
the proposed dissolution or liquidation takes place at the time and in the
manner contemplated. To the extent it has not been previously exercised, an
Option will terminate immediately prior to the consummation of such proposed
action. To the extent a repurchase option or forfeiture provision applicable to
a Stock Award has not been waived by the Administrator, the Stock Award shall be
forfeited automatically immediately prior to the consummation of the proposed
action.

                  (c) MERGER OR ASSET SALE. Unless otherwise described in the
instrument evidencing the Award, in the event of a merger of the Company with or
into another corporation, or the sale of all or substantially all of the assets
of the Company, each outstanding Option shall be assumed or an equivalent option
or right substituted by the successor corporation or a Parent or Subsidiary of
the successor corporation. In the event that the successor corporation refuses
to assume or substitute for the Option, the Participant shall fully vest in and
have the right to exercise the Option as to all of the Optioned Stock, including
Shares as to which it would not otherwise be vested or exercisable. If an Option
becomes fully vested and exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Administrator shall


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notify the Participant in writing or electronically that the Option shall be
fully vested and exercisable for a period of fifteen (15) days 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 if,
following the merger or sale of assets, the option or right confers the right to
purchase or receive, for each Share of Optioned Stock 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 by holders of Common Stock 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);
provided, however, that if such consideration received in the merger or sale of
assets is not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option, for each
Share of Optioned Stock subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.

                  Unless otherwise described in the instrument evidencing the
Award, in the event of a merger of the Company with or into another corporation,
or the sale of all or substantially all of the assets of the Company, the
vesting of Shares subject to Stock Awards shall accelerate, and the repurchase
and forfeiture provisions to which such Shares are subject shall lapse, if and
to the same extent that the vesting of outstanding Options accelerates in
connection with such merger or sale. If Options are to be assumed, continued or
substituted by a successor corporation or a Parent or Subsidiary thereof without
acceleration upon the occurrence of a merger or sale, the forfeiture provisions
to which such Stock Awards are subject shall continue with respect to shares of
the successor corporation or a Parent or Subsidiary thereof that may be issued
in exchange for such shares.

         14. ACQUIRED COMPANY AWARDS. Notwithstanding anything in the Plan to
the contrary, the Administrator may grant Awards under the Plan in substitution
for awards issued under other plans, or assume under the Plan awards issued
under other plans, if the other plans are or were plans of other acquired
entities ("Acquired Entities") (or the parent of the Acquired Entity) and the
new Award is substituted, or the old award is assumed, by reason of a merger,
consolidation, acquisition of property or stock, reorganization or liquidation
(the "Acquisition Transaction"). In the event that a written agreement pursuant
to which the Acquisition Transaction is completed is approved by the Board and
said agreement sets forth the terms and conditions of the substitution for or
assumption of outstanding awards of the Acquired Entity, said terms and
conditions shall be deemed to be the action of the Administrator, and the
persons holding such awards shall be deemed to be Participants.

         15. DATE OF GRANT. The date of grant of an Award shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Participant within a
reasonable time after the date of such grant.

         16. AMENDMENT AND TERMINATION OF THE PLAN.


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                  (a) AMENDMENT AND TERMINATION. The Board may at any time
amend, alter, suspend or terminate the Plan.

                  (b) EFFECT OF AMENDMENT OR TERMINATION. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Participant, unless mutually agreed otherwise between the Participant and the
Administrator, which agreement must be in writing and signed by the Participant
and the Company. Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination.

         17. CONDITIONS UPON ISSUANCE OF SHARES.

                  (a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to
an Award unless the issuance and delivery of such Shares shall comply with
Applicable Laws and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

                  (b) INVESTMENT REPRESENTATIONS. As a condition to the exercise
of an Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.

         18. INABILITY TO OBTAIN AUTHORITY. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

         19. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

         ADOPTED BY THE BOARD ON DECEMBER 8, 1999. AMENDED BY THE BOARD ON
         JANUARY 13, 2000 TO ADD STOCK AWARDS AND SECTION 14. PLAN FURTHER
         AMENDED BY THE BOARD ON FEBRUARY 10, 2000 TO INCREASE THE NUMBER
         OF SHARES AVAILABLE FOR ISSUANCE (ALTHOUGH THE AGGREGATE NUMBER
         OF SHARES AVAILABLE REMAINED AT 4,000,000 SHARES).


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