<PAGE>

                                  Exhibit 10.1

                                 NARROWSTEP INC.

                                 2004 STOCK PLAN

        1. PURPOSES OF THE PLAN. The purposes of this Plan are:

        o       to attract and retain the best available personnel for positions
                of substantial responsibility,
        o       to provide additional incentive to Employees, Directors and
                Consultants, and
        o       to promote the success of the Company's business.

        The Plan permits the grant of Incentive Stock Options, Nonstatutory
Stock Options, Restricted Stock, Stock Appreciation Rights, Restricted Stock
Units, Performance Units, Performance Shares and Other Stock Based Awards.

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

                (a) "ADMINISTRATOR" means the Board or any of its Committees as
        will be administering the Plan, in accordance with Section 4 of the
        Plan.

                (b) "APPLICABLE LAWS" means the requirements relating to the
        administration of equity-based awards or equity compensation 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, individually or collectively, a grant under
        the Plan of Options, SARs, Restricted Stock, Restricted Stock Units,
        Performance Units, Performance Shares or Other Stock Based Awards.

                (d) "AWARD AGREEMENT" means the written or electronic agreement
        setting forth the terms and provisions applicable to each Award granted
        under the Plan. The Award Agreement is subject to the terms and
        conditions of the Plan.

                (e) "AWARD TRANSFER PROGRAM" means any program instituted by the
        Administrator which would permit Participants the opportunity to
        transfer any outstanding Awards to a financial institution or other
        person or entity selected by the Administrator.

                (f) "AWARDED STOCK" means the Common Stock subject to an Award.

                (g) "BOARD" means the Board of Directors of the Company.

                (h) "CHANGE IN CONTROL" means the occurrence of any of the
        following events:

                        (i) Any "person" (as such term is used in Sections 13(d)
                and 14(d) of the Exchange Act) becomes the "beneficial owner"
                (as defined in Rule 13d-3 of the Exchange Act), directly or
                indirectly, of securities of the Company representing fifty
                percent (50%) or more of the total voting power represented by
                the Company's then outstanding voting securities and within
                three (3) years from the date of such acquisition, a merger or
                consolidation of the Company with or into the person (or
                affiliate thereof) holding such beneficial ownership of
                securities of the Company is consummated; or

                        (ii) The consummation of the sale or disposition by the
                Company of all or substantially all of the Company's assets;

                        (iii) A change in the composition of the Board occurring
                within a two-year period, as a result of which fewer than a
                majority of the directors are Incumbent

                                  Page 1 of 15
<PAGE>


                Directors. "Incumbent Directors" means directors who either (A)
                are Directors as of the effective date of the Plan, or (B) are
                elected, or nominated for election, to the Board with the
                affirmative votes of at least a majority of the Incumbent
                Directors at the time of such election or nomination (but will
                not include an individual whose election or nomination is in
                connection with an actual or threatened proxy contest relating
                to the election of directors to the Company); or

                        (iv) The consummation of a merger or consolidation of
                the Company with any other corporation, other than a merger or
                consolidation which would result in the voting securities of the
                Company outstanding immediately prior thereto continuing to
                represent (either by remaining outstanding or by being converted
                into voting securities of the surviving entity or its parent) at
                least fifty percent (50%) of the total voting power represented
                by the voting securities of the Company or such surviving entity
                or its parent outstanding immediately after such merger or
                consolidation.

        For purposes of this Section, "affiliate" will mean, with respect to any
specified person, any other person that directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control
with, such specified person ("control," "controlled by" and "under common
control with" will mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a person,
whether through ownership of voting securities, by contact or credit
arrangement, as trustee or executor, or otherwise).

                (i) "CODE" means the Internal Revenue Code of 1986, as amended.
        Any reference to a section of the Code herein will be a reference to any
        successor or amended section of the Code.

                (j) "COMMITTEE" means a committee of Directors or other
        individuals satisfying Applicable Laws appointed by the Board in
        accordance with Section 4 of the Plan.

                (k) "COMMON STOCK" means the Class A Common Stock of the
        Company, or in the case of Performance Units and certain Other Stock
        Based Awards, the cash equivalent thereof.

                (l) "COMPANY" means Narrowstep Inc., a Delaware corporation, or
        any successor thereto.

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

                (n) "RESTRICTED STOCK UNIT" means an Award that the
        Administrator permits to be paid in instalments or on a deferred basis
        pursuant to Sections 4 and 11 of the Plan.

                (o) "DIRECTOR" means a member of the Board.

                (p) "DISABILITY" means total and permanent disability as defined
        in Section 22(e)(3) of the Code, provided that in the case of Awards
        other than Incentive Stock Options, the Administrator in its discretion
        may determine whether a permanent and total disability exists in
        accordance with uniform and non-discriminatory standards adopted by the
        Administrator from time to time.

                (q) "DIVIDEND EQUIVALENT" means a credit, made at the discretion
        of the Administrator, to the account of a Participant in an amount equal
        to the cash dividends paid on one Share for each Share represented by an
        Award held by such Participant.

                (r) "EMPLOYEE" means any person, including Officers and
        Directors, employed by the Company or any Parent or Subsidiary of the
        Company. Neither service as a Director nor payment of a director's fee
        by the Company will be sufficient to constitute "employment" by the
        Company.

                                  Page 2 of 15
<PAGE>


                (s) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
        amended.

                (t) "EXCHANGE PROGRAM" means a program under which (i)
        outstanding Awards are surrendered or cancelled in exchange for Awards
        of the same type (which may have lower exercise prices and different
        terms), Awards of a different type, and/or cash, and/or (ii) the
        exercise price of an outstanding Award is reduced. The terms and
        conditions of any Exchange Program will be determined by the
        Administrator in its sole discretion.

                (u) "FAIR MARKET VALUE" means, as of any date and unless the
        Administrator determines otherwise, 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 will 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 day 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 will
                be the mean between the high bid and low asked prices for the
                Common Stock for 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 will be determined in good
                faith by the Administrator.

                        (iv) Notwithstanding the preceding, for federal, state,
                and local income tax reporting purposes and for such other
                purposes as the Administrator deems appropriate, the Fair Market
                Value shall be determined by the Administrator in accordance
                with uniform and non-discriminatory standards adopted by it from
                time to time.

                (v) "FISCAL YEAR" means the fiscal year of the Company.

                (w) "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.

                (x) "NONSTATUTORY STOCK OPTION" means an Option that by its
        terms does not qualify or is not intended to qualify as an Incentive
        Stock Option.

                (y) "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.

                (z) "OPTION" means a stock option granted pursuant to the Plan.

                (aa) "OTHER STOCK BASED AWARDS" means any other awards not
        specifically described in the Plan that are valued in whole or in part
        by reference to, or are otherwise based on, Shares and are created by
        the Administrator pursuant to Section 12.

                (bb) "OUTSIDE DIRECTOR" means a Director who is not an Employee.

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

                                  Page 3 of 15
<PAGE>


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

                (ee) "PERFORMANCE SHARE" means an Award granted to a Service
        Provider pursuant to Section 10 of the Plan.

                (ff) "PERFORMANCE UNIT" means an Award granted to a Service
        Provider pursuant to Section 10 of the Plan.

                (gg) "PERIOD OF RESTRICTION" means the period during which the
        transfer of Shares of Restricted Stock are subject to restrictions and
        therefore, the Shares are subject to a substantial risk of forfeiture.
        Such restrictions may be based on the passage of time, the achievement
        of target levels of performance, or the occurrence of other events as
        determined by the Administrator.

                (hh) "PLAN" means this 2004 Stock Plan.

                (ii) "RESTRICTED STOCK" means shares of Common Stock issued
        pursuant to a Restricted Stock award under Section 8, Section 11 or
        Section 12 of the Plan or issued pursuant to the early exercise of an
        Option.

                (jj) "RULE 16B-3" means Rule 16b-3 of the Exchange Act or any
        successor to Rule 16b-3, as in effect when discretion is being exercised
        with respect to the Plan.

                (kk) "SECTION 16(B)" means Section 16(b) of the Exchange Act.

                (ll) "SERVICE PROVIDER" means an Employee, Director or
        Consultant.

                (mm) "SHARE" means a share of the Common Stock, as adjusted in
        accordance with Section 15 of the Plan.

                (nn) "STOCK APPRECIATION RIGHT" or "SAR" means an Award, granted
        alone or in connection with an Option, that pursuant to Section 9 of the
        Plan is designated as a SAR.

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

                (pp) "UNVESTED AWARDS" shall mean Options or Restricted Stock
        that (i) were granted to an individual in connection with such
        individual's position as a Service Provider and (ii) are still subject
        to vesting or lapsing of Company repurchase rights or similar
        restrictions.

        3. STOCK SUBJECT TO THE PLAN.

                (a) STOCK SUBJECT TO THE PLAN. Subject to the provisions of
        Section 15 of the Plan, the maximum aggregate number of Shares that may
        be issued under the Plan is 27,000,000. No more than 5,000,000 Shares
        may be the subject of Awards to any Participant during any calendar
        year. The Shares may be authorized, but unissued, or reacquired Common
        Stock. Shares shall not be deemed to have been issued pursuant to the
        Plan with respect to any portion of an Award that is settled in cash.
        Upon payment in Shares pursuant to the exercise of an Award, the number
        of Shares available for issuance under the Plan shall be reduced only by
        the number of Shares actually issued in such payment. If a Participant
        pays the exercise price (or purchase price, if applicable) of an Award
        through the tender of Shares, or if Shares are tendered or withheld to
        satisfy any Company withholding obligations, the number of Shares so
        tendered or withheld shall again be available for issuance pursuant to
        future Awards under the Plan. Notwithstanding anything in the Plan, or
        any Award Agreement to the contrary, Shares attributable to Awards
        transferred under any Award Transfer Program shall not be again
        available for grant under the Plan.

                                  Page 4 of 15
<PAGE>


                (b) LAPSED AWARDS. If any outstanding Award expires or is
        terminated or cancelled without having been exercised or settled in
        full, or if Shares acquired pursuant to an Award subject to forfeiture
        or repurchase are forfeited or repurchased by the Company, the Shares
        allocable to the terminated portion of such Award or such forfeited or
        repurchased Shares shall again be available for grant under the Plan.

        4. ADMINISTRATION OF THE PLAN.

                (a) PROCEDURE.

                        (i) MULTIPLE ADMINISTRATIVE BODIES. Different Committees
                with respect to different groups of Service Providers may
                administer the Plan.

                        (ii) SECTION 162(M). To the extent that the
                Administrator determines it to be desirable and necessary to
                qualify Awards granted hereunder as "performance-based
                compensation" within the meaning of Section 162(m) of the Code,
                the Plan will be administered by a Committee of two or more
                "outside directors" within the meaning of Section 162(m) of the
                Code.

                        (iii) RULE 16B-3. To the extent desirable to qualify
                transactions hereunder as exempt under Rule 16b-3, the
                transactions contemplated hereunder will be structured to
                satisfy the requirements for exemption under Rule 16b-3.

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

                        (v) DELEGATION OF AUTHORITY FOR DAY-TO-DAY
                ADMINISTRATION. Except to the extent prohibited by Applicable
                Law, the Administrator may delegate to one or more individuals
                the day-to-day administration of the Plan and any of the
                functions assigned to it in this Plan. Such delegation may be
                revoked at any time.

                (b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of
        the Plan, and in the case of a Committee, subject to the specific duties
        delegated by the Board to such Committee, the Administrator will 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 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 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 or repurchase
                restrictions, and any restriction or limitation regarding any
                Award or the Shares relating thereto, based in each case on such
                factors as the Administrator, in its sole discretion, will
                determine;

                        (vi) to reduce the exercise price of any Award to the
                then current Fair Market Value if the Fair Market Value of the
                Common Stock covered by such Award shall have declined since the
                date the Award was granted;

                        (vii) to institute an Exchange Program;

                                  Page 5 of 15
<PAGE>


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

                        (ix) 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
                satisfying applicable foreign laws and/or qualifying for
                preferred tax treatment under applicable foreign tax laws;

                        (x) to modify or amend each Award (subject to Section
                18(c) of the Plan), including the discretionary authority to
                extend the post-termination exercisability period of Awards
                longer than is otherwise provided for in the Plan;

                        (xi) to allow Participants to satisfy withholding tax
                obligations by electing to have the Company withhold from the
                Shares or cash to be issued upon exercise or vesting of an Award
                that number of Shares or cash having a Fair Market Value equal
                to the minimum amount required to be withheld. The Fair Market
                Value of any Shares to be withheld will 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 or cash withheld
                for this purpose will be made in such form and under such
                conditions as the Administrator may deem necessary or advisable;

                        (xii) 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;

                        (xiii) to allow a Participant to defer the receipt of
                the payment of cash or the delivery of Shares that would
                otherwise be due to such Participant under an Award;

                        (xiv) to implement an Award Transfer Program;

                        (xv) to determine whether Awards will be settled in
                Shares, cash or in any combination thereof;

                        (xvi) to determine whether Awards will be adjusted for
                Dividend Equivalents;

                        (xvii) to create Other Stock Based Awards for issuance
                under the Plan;

                        (xviii) to establish a program whereby Service Providers
                designated by the Administrator can reduce compensation
                otherwise payable in cash in exchange for Awards under the Plan;

                        (xix) to impose such restrictions, conditions or
                limitations as it determines appropriate as to the timing and
                manner of any resale by a Participant or other subsequent
                transfers

                by the Participant of any Shares issued as a result of or under
                an Award, including without limitation, (A) restrictions under
                an insider trading policy, and (B) restrictions as to the use of
                a specified brokerage firm for such resale or other transfers;
                and

                        (xx) 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 will be final and binding
        on all Participants and any other holders of Awards.

                                  Page 6 of 15
<PAGE>


        5. ELIGIBILITY. Nonstatutory Stock Options, Restricted Stock, Stock
Appreciation Rights, Performance Units, Performance Shares, Restricted Stock
Units and Other Stock Based Awards may be granted to Service Providers.
Incentive Stock Options may be granted only to Employees.

        6. LIMITATIONS.

                (a) ISO $100,000 RULE. Each Option will be designated in the
        Award Agreement as either an Incentive Stock Option or a Nonstatutory
        Stock Option. However, notwithstanding such designation, to the extent
        that the aggregate Fair Market Value of the Shares with respect to which
        Incentive Stock Options are exercisable for the first time by the
        Participant during any calendar year (under all plans of the Company and
        any Parent or Subsidiary) exceeds $100,000, such Options will be treated
        as Nonstatutory Stock Options. For purposes of this Section 6(a),
        Incentive Stock Options will be taken into account in the order in which
        they were granted. The Fair Market Value of the Shares will be
        determined as of the time the Option with respect to such Shares is
        granted.

                (b) NO RIGHTS AS A SERVICE PROVIDER. Neither the Plan nor any
        Award shall confer upon a Participant any right with respect to
        continuing his or her relationship as a Service Provider, nor shall they
        interfere in any way with the right of the Participant or the right of
        the Company or its Parent or Subsidiaries to terminate such relationship
        at any time, with or without cause.

        7. STOCK OPTIONS.

                (a) TERM OF OPTION. The term of each Option will be stated in
        the Award Agreement. In the case of an Incentive Stock Option, the term
        will be ten (10) years from the date of grant or such shorter term as
        may be provided in the Award Agreement. Moreover, in the case of an
        Incentive Stock Option granted to a Participant who, at the time the
        Incentive Stock Option is granted, owns stock representing more than ten
        percent (10%) of the total combined voting power of all classes of stock
        of the Company or any Parent or Subsidiary, the term of the Incentive
        Stock Option will be five (5) years from the date of grant or such
        shorter term as may be provided in the Award Agreement.

                (b) OPTION EXERCISE PRICE AND CONSIDERATION.

                        (i) EXERCISE PRICE. The per Share exercise price for the
                Shares to be issued pursuant to exercise of an Option will be
                determined by the Administrator, subject to the following:

                                (1) In the case of an Incentive Stock Option

                                        (A) granted to an Employee who, at the
                                time the Incentive Stock Option is granted, owns
                                stock representing more than ten percent (10%)
                                of the voting power of all classes of stock of
                                the Company or any Parent or Subsidiary, the per
                                Share exercise price will be no less than 110%
                                of the Fair Market Value per Share on the date
                                of grant.

                                        (B) granted to any Employee other than
                                an Employee described in paragraph (A)
                                immediately above, the per Share exercise price
                                will be no less than 100% of the Fair Market
                                Value per Share on the date of grant.

                                (2) In the case of a Nonstatutory Stock Option,
                        the per Share exercise price will be determined by the
                        Administrator. In the case of a Nonstatutory Stock
                        Option intended to qualify as "performance-based
                        compensation" within the meaning of Section 162(m) of
                        the Code, the per Share exercise price will be no less
                        than 100% of the Fair Market Value per Share on the date
                        of grant.

                                  Page 7 of 15
<PAGE>


                                (3) Notwithstanding the foregoing, Incentive
                        Stock Options may be granted with a per Share exercise
                        price of less than 100% of the Fair Market Value per
                        Share on the date of grant pursuant to a merger or other
                        corporate transaction.

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

        (c) FORM OF CONSIDERATION. The Administrator will determine the
acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator will
determine the acceptable form of consideration at the time of grant. Such
consideration to the extent permitted by Applicable Laws may consist entirely
of:

                        (i) cash;

                        (ii) check;

                        (iii) promissory note;

                        (iv) other Shares which meet the conditions established
                by the Administrator to avoid adverse accounting consequences
                (as determined by the Administrator);

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

                        (vi) a reduction in the amount of any Company liability
                to the Participant, including any liability attributable to the
                Participant's participation in any Company-sponsored deferred
                compensation program or arrangement;

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

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

        (d) EXERCISE OF OPTION.

                        (i) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any
                Option granted hereunder will 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 Award
                Agreement. An Option may not be exercised for a fraction of a
                Share.

                An Option will be deemed exercised when the Company receives:
                (x) written or electronic notice of exercise (in accordance with
                the Award Agreement) from the person entitled to exercise the
                Option, and (y) 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 Award Agreement and the Plan.
                Shares issued upon exercise of an Option will 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 stockholder will exist with respect to the Awarded
                Stock, notwithstanding the exercise of the Option. The Company
                will 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

                                  Page 8 of 15
<PAGE>


                is prior to the date the Shares are issued, except as provided
                in Section 15 of the Plan or the applicable Award Agreement.

                Exercising an Option in any manner will decrease the number of
                Shares thereafter available for sale under the Option, by the
                number of Shares as to which the Option is exercised.

                        (ii) 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 Award 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
                Award Agreement). In the absence of a specified time in the
                Award Agreement, the Option will remain exercisable for three
                (3) months following the Participant's termination. Unless
                otherwise provided by the Administrator, 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 will revert to the Plan on the date one (1) month
                following the Participant's termination. If after termination
                the Participant does not exercise his or her Option within the
                time specified by the Administrator, the Option will terminate,
                and the Shares covered by such Option will revert to the Plan.

                        (iii) 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 Award
                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 Award Agreement). In the
                absence of a specified time in the Award Agreement, the Option
                will remain exercisable for twelve (12) months following the
                Participant's termination.

                Unless otherwise provided by the Administrator, 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 will revert to the Plan on the date one (1) month
                following the Participant's termination. If after termination
                the Participant does not exercise his or her Option within the
                time specified herein, the Option will terminate, and the Shares
                covered by such Option will revert to the Plan.

                        (iv) DEATH OF PARTICIPANT. If a Participant dies while a
                Service Provider, the Option may be exercised following the
                Participant's death within such period of time as is specified
                in the Award Agreement to the extent that the Option is vested
                on the date of death (but in no event may the option be
                exercised later than the expiration of the term of such Option
                as set forth in the Award Agreement), by the Participant's
                designated beneficiary, provided such beneficiary has been
                designated prior to Participant's death in a form acceptable to
                the Administrator. If no such beneficiary has been designated by
                the Participant, then such Option may be exercised by the
                personal representative of the Participant's estate or by the
                person(s) to whom the Option is transferred pursuant to the
                Participant's will or in accordance with the laws of descent and
                distribution. In the absence of a specified time in the Award
                Agreement, the Option will remain exercisable for twelve (12)
                months following Participant's death. Unless otherwise provided
                by the Administrator, if at the time of death Participant is not
                vested as to his or her entire Option, the Shares covered by the
                unvested portion of the Option will immediately revert to the
                Plan on the date one (1) month following the Participant's
                death. If the Option is not so exercised within the time
                specified herein, the Option will terminate, and the Shares
                covered by such Option will 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.

                                  Page 9 of 15
<PAGE>


        8. RESTRICTED STOCK.

                (a) GRANT OF RESTRICTED STOCK. Subject to the terms and
        provisions of the Plan, the Administrator, at any time and from time to
        time, may grant Shares of Restricted Stock to Service Providers in such
        amounts as the Administrator, in its sole discretion, will determine.

                (b) RESTRICTED STOCK AGREEMENT. Each Award of Restricted Stock
        will be evidenced by an Award Agreement that will specify the Period of
        Restriction, the number of Shares granted, and such other terms and
        conditions as the Administrator, in its sole discretion, will determine.
        Unless the Administrator determines otherwise, Shares of Restricted
        Stock will be held by the Company as escrow agent until the restrictions
        on such Shares have lapsed.

                (c) TRANSFERABILITY. Except as provided in this Section 8,
        Shares of Restricted Stock may not be sold, transferred, pledged,
        assigned, or otherwise alienated or hypothecated until the end of the
        applicable Period of Restriction.

                (d) OTHER RESTRICTIONS. The Administrator, in its sole
        discretion, may impose such other restrictions on Shares of Restricted
        Stock as it may deem advisable or appropriate.

                (e) REMOVAL OF RESTRICTIONS. Except as otherwise provided in
        this Section 8, Shares of Restricted Stock covered by each Restricted
        Stock grant made under the Plan will be

        released from escrow as soon as practicable after the last day of the
        Period of Restriction. The Administrator, in its discretion, may
        accelerate the time at which any restrictions will lapse or be removed.

                (f) VOTING RIGHTS. During the Period of Restriction, Service
        Providers holding Shares of Restricted Stock granted hereunder may
        exercise full voting rights with respect to those Shares, unless the
        Administrator determines otherwise.

                (g) DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of
        Restriction, Service Providers holding Shares of Restricted Stock will
        be entitled to receive all dividends and other distributions paid with
        respect to such Shares unless otherwise provided in the Award Agreement.
        If any such dividends or distributions are paid in Shares, the Shares
        will be subject to the same restrictions on transferability and
        forfeitability as the Shares of Restricted Stock with respect to which
        they were paid.

                (h) RETURN OF RESTRICTED STOCK TO COMPANY. On the date set forth
        in the Award Agreement, the Restricted Stock for which restrictions have
        not lapsed will revert to the Company and again will become available
        for grant under the Plan.

        9. STOCK APPRECIATION RIGHTS.

                (a) GRANT OF SARS. Subject to the terms and conditions of the
        Plan, a SAR may be granted to Service Providers at any time and from
        time to time as will be determined by the Administrator, in its sole
        discretion.

                (b) NUMBER OF SHARES. The Administrator will have complete
        discretion to determine the number of SARs granted to any Service
        Provider.

                (c) EXERCISE PRICE AND OTHER TERMS. The Administrator, subject
        to the provisions of the Plan, will have complete discretion to
        determine the terms and conditions of SARs granted under the Plan.

                                  Page 10 of 15
<PAGE>


                (d) EXERCISE OF SARS. SARs will be exercisable on such terms and
        conditions as the Administrator, in its sole discretion, will determine.

                (e) SAR AGREEMENT. Each SAR grant will be evidenced by an Award
        Agreement that will specify the exercise price, the term of the SAR, the
        conditions of exercise, and such other terms and conditions as the
        Administrator, in its sole discretion, will determine.

                (f) EXPIRATION OF SARS. An SAR granted under the Plan will
        expire upon the date determined by the Administrator, in its sole
        discretion, and set forth in the Award Agreement. Notwithstanding the
        foregoing, the rules of Sections 7(d)(ii), 7(d)(iii) and 7(d)(iv) also
        will apply to SARs.

                (g) PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a
        Participant will be entitled to receive payment from the Company in an
        amount determined by multiplying:

                        (i) The difference between the Fair Market Value of a
                Share on the date of exercise over the exercise price; times

                        (ii) The number of Shares with respect to which the SAR
                is exercised.

                At the discretion of the Administrator, the payment upon SAR
        exercise may be in cash, in Shares of equivalent value, or in some
        combination thereof.

                (h) BUYOUT PROVISIONS. The Administrator may at any time offer
        to buy out for a payment in cash or Shares a Stock Appreciation Right
        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.

        10. PERFORMANCE UNITS AND PERFORMANCE SHARES.

                (a) GRANT OF PERFORMANCE UNITS/SHARES. Subject to the terms and
        conditions of the Plan, Performance Units and Performance Shares may be
        granted to Service Providers at any time and from time to time, as will
        be determined by the Administrator, in its sole discretion. The
        Administrator will have complete discretion in determining the number of
        Performance Units and Performance Shares granted to each Participant.

                (b) VALUE OF PERFORMANCE UNITS/SHARES. Each Performance Unit
        will have an initial value that is established by the Administrator on
        or before the date of grant. Each Performance Share will have an initial
        value equal to the Fair Market Value of a Share on the date of grant.

                (c) PERFORMANCE OBJECTIVES AND OTHER TERMS. The Administrator
        will set performance objectives in its discretion which, depending on
        the extent to which they are met, will determine the number or value of
        Performance Units/Shares that will be paid out to the Service Providers.
        The time period during which the performance objectives must be met will
        be called the "Performance Period." Each Award of Performance
        Units/Shares will be evidenced by an Award Agreement that will specify
        the Performance Period, and such other terms and conditions as the
        Administrator, in its sole discretion, will determine. The Administrator
        may set performance objectives based upon the achievement of
        Company-wide, divisional, or individual goals, applicable federal or
        state securities laws, or any other basis determined by the
        Administrator in its discretion.

                (d) EARNING OF PERFORMANCE UNITS/SHARES. After the applicable
        Performance Period has ended, the holder of Performance Units/Shares
        will be entitled to receive a payout of the number of Performance
        Units/Shares earned by the Participant over the Performance Period, to
        be determined as a function of the extent to which the corresponding
        performance objectives have been achieved. After the grant of a

                                  Page 11 of 15
<PAGE>


        Performance Unit/Share, the Administrator, in its sole discretion, may
        reduce or waive any performance objectives for such Performance
        Unit/Share.

                (e) FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES.
        Payment of earned Performance Units/Shares will be made as soon after
        the expiration of the applicable Performance Period at the time
        determined by the Administrator. The Administrator, in its sole
        discretion, may pay earned Performance Units/Shares in the form of cash,
        in Shares (which have an aggregate Fair Market Value equal to the value
        of the earned Performance Units/Shares at the close of the applicable
        Performance Period) or in a combination thereof.

                (f) CANCELLATION OF PERFORMANCE UNITS/SHARES. On the date set
        forth in the Award Agreement, all unearned or unvested Performance
        Units/Shares will be forfeited to the Company, and again will be
        available for grant under the Plan.

        11. RESTRICTED STOCK UNITS. Restricted Stock Units shall consist of a
Restricted Stock, Performance Share or Performance Unit Award that the
Administrator, in its sole discretion permits to be paid out in installments or
on a deferred basis, in accordance with rules and procedures established by the
Administrator.

        12. OTHER STOCK BASED AWARDS. Other Stock Based Awards may be granted
either alone, in addition to, or in tandem with, other Awards granted under the
Plan and/or cash awards made outside of the Plan. The Administrator shall have
authority to determine the Service Providers to whom and the time or times at
which Other Stock Based Awards shall be made, the amount of such Other Stock
Based Awards, and all other conditions of the Other Stock Based Awards including
any dividend and/or voting rights.

        13. LEAVES OF ABSENCE. Unless the Administrator provides otherwise,
vesting of Awards granted hereunder will be suspended during any unpaid leave of
absence and will resume on the date the Participant returns to work on a regular
schedule as determined by the Company; provided, however, that no vesting credit
will be awarded for the time vesting has been suspended during such leave of
absence. A Service Provider will 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, or any Subsidiary. For
purposes of Incentive Stock Options, no such leave may exceed ninety (90) days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, then three months following the 91st day of such
leave any Incentive Stock Option held by the Participant will cease to be
treated as an Incentive Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option.

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

        15. ADJUSTMENTS; DISSOLUTION OR LIQUIDATION; MERGER OR CHANGE IN
CONTROL.

                (a) ADJUSTMENTS. In the event that any dividend or other
        distribution (whether in the form of cash, Shares, other securities, or
        other property), recapitalization, stock split, reverse stock split,
        reorganization, merger, consolidation, split-up, spin-off, combination,
        repurchase, or exchange of Shares or other securities of the Company, or
        other change in the corporate structure of the Company affecting the
        Shares occurs such that an adjustment is determined by the Administrator
        (in its sole discretion) to be appropriate in order to prevent dilution
        or enlargement of the benefits or potential benefits intended to be made
        available under the Plan, then the Administrator shall, in such manner
        as it may deem equitable, adjust the number and class of Shares which
        may be delivered under the Plan, and the number, class, and price of
        Shares subject to outstanding

                                  Page 12 of 15
<PAGE>


        Awards. Notwithstanding the preceding, the number of Shares subject to
        any Award always shall be a whole number.

                (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
        dissolution or liquidation of the Company, the Administrator will 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
        Award, to the extent applicable, until ten (10) days prior to such
        transaction as to all of the Awarded Stock covered thereby, including
        Shares as to which the Award would not otherwise be exercisable. In
        addition, the Administrator may provide that any Company repurchase
        option or forfeiture rights applicable to any Award shall lapse 100%,
        and that any Award vesting shall accelerate 100%, 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 or
        vested, an Award will terminate immediately prior to the consummation of
        such proposed action.

                (c) MERGER OR CHANGE IN CONTROL.

                        (i) STOCK OPTIONS AND SARS. In the event of a merger or
                Change in Control, each outstanding Option and SAR shall be
                assumed or an equivalent option or SAR substituted by the
                successor corporation or a Parent or Subsidiary of the successor
                corporation. With respect to Options and SARs granted to an
                Outside Director that are assumed or substituted for, if
                immediately prior to or after the merger or Change in Control
                the Participant's status as a Director or a director of the
                successor corporation, as applicable, is terminated other than
                upon a voluntary resignation by the Participant, then the
                Participant shall fully vest in and have the right to exercise
                such Options and SARs as to all of the Awarded Stock, including
                Shares as to which it would not otherwise be vested or
                exercisable. Unless determined otherwise by the Administrator,
                in the event that the successor corporation refuses to assume or
                substitute for the Option or SAR, the Participant shall fully
                vest in and have the right to exercise the Option or SAR as to
                all of the Awarded Stock, including Shares as to which it would
                not otherwise be vested or exercisable. If an Option or SAR is
                not assumed or substituted in the event of a merger or Change in
                Control, the Administrator shall notify the Participant in
                writing or electronically that the Option or SAR shall be
                exercisable, to the extent vested, for a period of up to fifteen
                (15) days from the date of such notice, and the Option or SAR
                shall terminate upon the expiration of such period. For the
                purposes of this paragraph, the Option or SAR shall be
                considered assumed if, following the merger or Change in
                Control, the option or stock appreciation right confers the
                right to purchase or receive, for each Share of Awarded Stock
                subject to the Option or SAR immediately prior to the merger or
                Change in Control, the consideration (whether stock, cash, or
                other securities or property) received in the merger or Change
                in Control 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
                Change in Control 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 or
                SAR, for each Share of Awarded Stock subject to the Option or
                SAR, 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 Change in
                Control. Notwithstanding anything herein to the contrary, an
                Award that vests, is earned or paid-out upon the satisfaction of
                one or more performance goals will not be considered assumed if
                the Company or its successor modifies any of such performance
                goals without the Participant's consent; provided, however, a
                modification to such performance goals only to reflect the
                successor corporation's post-merger or post-Change in

                                  Page 13 of 15
<PAGE>


                Control corporate structure will not be deemed to invalidate an
                otherwise valid Award assumption.

                        (ii) RESTRICTED STOCK, PERFORMANCE SHARES, PERFORMANCE
                UNITS, RESTRICTED STOCK UNITS AND OTHER STOCK BASED AWARDS. In
                the event of a merger or Change in Control, each outstanding
                Restricted Stock, Performance Share, Performance Unit, Other
                Stock Based Award and Restricted Stock Unit awards shall be
                assumed or an equivalent Restricted Stock, Performance Share,
                Performance Unit, Other Stock Based Award and Restricted Stock
                Unit award substituted by the successor corporation or a Parent
                or Subsidiary of the successor corporation. With respect to
                Awards granted to an Outside Director that are assumed or
                substituted for, if immediately prior to or after the merger or
                Change in Control the Participant's status as a Director or a
                director of the successor corporation, as applicable, is
                terminated other than upon a voluntary resignation by the
                Participant, then the Participant shall fully vest in such
                Awards, including Shares as to which it would not otherwise be
                vested. Unless determined otherwise by the Administrator, in the
                event that the successor corporation refuses to assume or
                substitute for the Restricted Stock, Performance Share,
                Performance Unit, Other Stock Based Award or Restricted Stock
                Unit award, the Participant shall fully vest in the Restricted
                Stock, Performance Share, Performance Unit, Other Stock Based
                Award or Restricted Stock Unit including as to Shares which
                would not otherwise be vested. For the purposes of this
                paragraph, a Restricted Stock, Performance Share, Performance
                Unit, Other Stock Based Award and Restricted Stock Unit award
                shall be considered assumed if, following the merger or Change
                in Control, the award confers the right to purchase or receive,
                for each Share subject to the Award immediately prior to the
                merger or Change in Control, the consideration (whether stock,
                cash, or other securities or property) received in the merger or
                Change in Control 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 Change in Control 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, for each Share and each unit/right
                to acquire a Share subject to the Award, 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 Change in Control.
                Notwithstanding anything herein to the contrary, an Award that
                vests, is earned or paid-out upon the satisfaction of one or
                more performance goals will not be considered assumed if the
                Company or its successor modifies any of such performance goals
                without the Participant's consent; provided, however, a
                modification to such performance goals only to reflect the
                successor corporation's post-merger or post-Change in Control
                corporate structure will not be deemed to invalidate an
                otherwise valid Award assumption.

        16. DATE OF GRANT. The date of grant of an Award will 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 will be provided to each Participant within a
reasonable time after the date of such grant.

        17. TERM OF PLAN. Subject to Section 22 of the Plan, the Plan will
become effective upon its adoption by the Board. It will continue in effect for
a term of ten (10) years unless terminated earlier under Section 18 of the Plan.

        18. AMENDMENT AND TERMINATION OF THE PLAN.

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

                                  Page 14 of 15
<PAGE>


                (b) STOCKHOLDER APPROVAL. The Company will obtain stockholder
        approval of any Plan amendment to the extent necessary and desirable to
        comply with Applicable Laws.

                (c) EFFECT OF AMENDMENT OR TERMINATION. Subject to Section 20 of
        the Plan, no amendment, alteration, suspension or termination of the
        Plan will 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 will 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.

        19. CONDITIONS UPON ISSUANCE OF SHARES.

                (a) LEGAL COMPLIANCE. Shares will not be issued pursuant to the
        exercise of an Award unless the exercise of such Award and the issuance
        and delivery of such Shares will comply with Applicable Laws and will 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
        or receipt of an Award, the Company may require the person exercising or
        receiving such Award to represent and warrant at the time of any such
        exercise or receipt 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.

                20. SEVERABILITY. Notwithstanding any contrary provision of the
        Plan or an Award to the contrary, if any one or more of the provisions
        (or any part thereof) of this Plan or the Awards shall be held invalid,
        illegal or unenforceable in any respect, such provision shall be
        modified so as to make it valid, legal and enforceable, and the
        validity, legality and enforceability of the remaining provisions (or
        any part thereof) of the Plan or Award, as applicable, shall not in any
        way be affected or impaired thereby.

                21. 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, will relieve the
        Company of any liability in respect of the failure to issue or sell such
        Shares as to which such requisite authority will not have been obtained.

                22. STOCKHOLDER APPROVAL. The Plan will be subject to approval
        by the stockholders of the Company within twelve (12) months after the
        date the Plan is adopted. Such stockholder approval will be obtained in
        the manner and to the degree required under Applicable Laws.



                                  Page 15 of 15