<PAGE>

                                                                     EXHIBIT 2.4

                              GLOBAL E TUTOR, INC.
                            2000 STOCK INCENTIVE PLAN
<PAGE>

                             GLOBAL E TUTOR, INC.
                           2000 STOCK INCENTIVE PLAN

                               TABLE OF CONTENTS

<TABLE>
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                                                                                                               Page
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<S>                                                                                                            <C>
SECTION I.  DEFINITIONS...........................................................................................1

   1.1   Definitions..............................................................................................1
         -----------

SECTION 2  THE STOCK INCENTIVE PLAN...............................................................................5

   2.1   Purpose of the Plan......................................................................................5
         -------------------
   2.2   Stock Subject to the Plan................................................................................5
         -------------------------
   2.3   Administration of the Plan...............................................................................5
         --------------------------
   2.4   Eligibility and Limits...................................................................................5
         ----------------------

SECTION 3  TERMS OF STOCK INCENTIVES..............................................................................6

   3.1   Terms and Conditions of All Stock Incentives.............................................................6
         --------------------------------------------
   3.2   Terms and Conditions of Options..........................................................................7
         -------------------------------
         (a)      Option Price....................................................................................7
                  ------------
         (b)      Option Term.....................................................................................7
                  -----------
         (c)      Payment.........................................................................................7
                  -------
         (d)      Conditions to the Exercise of an Option.........................................................8
                  ---------------------------------------
         (e)      Termination of Incentive Stock Option...........................................................8
                  -------------------------------------
         (f)      Special Provisions for Certain Substitute Options...............................................9
                  -------------------------------------------------
   3.3   Terms and Conditions of Stock Appreciation Rights........................................................9
         -------------------------------------------------
         (a)      Settlement......................................................................................9
                  ----------
         (b)      Conditions to Exercise..........................................................................9
                  ----------------------
   3.4   Terms and Conditions of Stock Awards.....................................................................9
         ------------------------------------
   3.5   Terms and Conditions of Dividend Equivalent Rights......................................................10
         --------------------------------------------------
         (a)      Payment........................................................................................10
                  -------
         (b)      Conditions to Payment..........................................................................10
                  ---------------------
   3.6   Terms and Conditions of Performance Unit Awards.........................................................10
         -----------------------------------------------
         (a)      Payment........................................................................................10
                  -------
         (b)      Conditions to Payment..........................................................................10
                  ---------------------
   3.7   Terms and Conditions of Phantom Shares..................................................................10
         --------------------------------------
         (a)      Payment........................................................................................11
                  -------
         (b)      Conditions to Payment..........................................................................11
                  ---------------------
   3.8   Treatment of Awards Upon Termination of Employment......................................................11
         --------------------------------------------------

SECTION 4  RESTRICTIONS ON STOCK.................................................................................11

   4.1   Escrow of Shares........................................................................................11
         ----------------
   4.2   Restrictions on Transfer................................................................................12
         ------------------------

SECTION 5  GENERAL PROVISIONS....................................................................................12

   5.1   Withholding.............................................................................................12
         -----------
   5.2   Changes in Capitalization; Merger; Liquidation..........................................................12
         ----------------------------------------------
   5.3   Cash Awards.............................................................................................13
         -----------
   5.4   Compliance with Code....................................................................................13
         --------------------
   5.5   Right to Terminate Employment...........................................................................14
         -----------------------------
   5.6   Non-Alienation of Benefits..............................................................................14
         --------------------------
   5.7   Restrictions on Delivery and Sale of Shares; Legends....................................................14
         ----------------------------------------------------
   5.8   Listing and Legal Compliance............................................................................14
         ----------------------------
   5.9   Termination and Amendment of the Plan...................................................................14
         -------------------------------------
   5.10  Stockholder Approval....................................................................................14
         --------------------
   5.11  Choice of Law...........................................................................................15
         -------------
   5.12  Effective Date of Plan..................................................................................15
         ----------------------
</TABLE>

                                       i
<PAGE>

                             GLOBAL E TUTOR, INC.
                           2000 STOCK INCENTIVE PLAN


                            SECTION I. DEFINITIONS

     1.1  Definitions. Whenever used herein, the masculine pronoun will be
          -----------
deemed to include the feminine, and the singular to include the plural, unless
the context clearly indicates otherwise, and the following capitalized words and
phrases are used herein with the meaning thereafter ascribed:

          (a)  "Affiliate" means:
                ---------

                    (1)  Any Subsidiary or Parent,

                    (2)  An entity that directly or through one or more
          intermediaries controls, is controlled by, or is under common control
          with the Company, as determined by the Company, or

                    (3)  Any entity in which the Company has such a significant
          interest that the Company determines it should be deemed an
          "Affiliate", as determined in the sole discretion of the Company.

          (b)  "Board of Directors" means the board of directors of the Company.
                ------------------

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

          (d)  "Committee" means the committee appointed by the Board of
                ---------
     Directors to administer the Plan. The Board of Directors shall consider the
     advisability of whether the members of the Committee shall consist solely
     of at least two members of the Board of Directors who are both "outside
     directors" as defined in Treas. Reg. ss. 1.162-27(e) as promulgated by the
     Internal Revenue Service and "non-employee directors" as defined in Rule
     16b-3(b)(3) as promulgated under the Exchange Act. If the Committee has not
     been appointed, the Board of Directors in their entirety shall constitute
     the Committee.

          (e)  "Company" means Global E Tutor, Inc., a Delaware corporation.
                -------

          (f)  "Disability" has the same meaning as provided in the long-term
                ----------
     disability plan or policy maintained or, if applicable, most recently
     maintained, by the Company or, if applicable, any Affiliate of the Company
     for the Participant. If no long-term disability plan or policy was ever
     maintained on behalf of the Participant or, if the determination of
     Disability relates to an Incentive Stock Option, Disability means that
     condition described in Code Section 22(e)(3), as amended from time to time.
     In the event of a dispute, the determination of Disability will be made by
     the Committee and will be supported by advice of a physician competent in
     the area to which such Disability relates.
<PAGE>

          (g)  "Dividend Equivalent Rights" means certain rights to receive cash
                --------------------------
     payments as described in Section 3.5.

          (h)  "Exchange Act" means the Securities Exchange Act of 1934, as
                ------------
     amended from time to time.

          (i)  "Fair Market Value" with regard to a date means:
                -----------------

                  (1)  the price at which Stock shall have been sold on that
          date or the last trading date prior to that date as reported by the
          national securities exchange selected by the Committee on which the
          shares of Stock are then actively traded or, if applicable, as
          reported by the NASDAQ Stock Market.

                  (2)  if such market information is not published on a regular
          basis, the price of Stock in the over-the-counter market on that date
          or the last business day prior to that date as reported by the NASDAQ
          Stock Market or, if not so reported, by a generally accepted reporting
          service.

                  (3)  if Stock is not publicly traded, as determined in good
          faith by the Committee with due consideration being given to (i) the
          most recent independent appraisal of the Company, if such appraisal is
          not more than twelve months old and (ii) the valuation methodology
          used in any such appraisal.

     For purposes of Paragraphs (1), (2), or (3) above, the Committee may use
     the closing price as of the applicable date, the average of the high and
     low prices as of the applicable date or for a period certain ending on such
     date, the price determined at the time the transaction is processed, the
     tender offer price for shares of Stock, or any other method which the
     Committee determines is reasonably indicative of the fair market value.

          (j)  "Incentive Stock Option" means an incentive stock option within
                ----------------------
     the meaning of Section 422 of the Internal Revenue Code.

          (k)  "Option" means a Non-Qualified Stock Option or an Incentive Stock
                ------
     Option.

          (l)  "Over 10% Owner" means an individual who at the time an Incentive
                --------------
     Stock Option is granted owns Stock possessing more than 10% of the total
     combined voting power of the Company or one of its Subsidiaries, determined
     by applying the attribution rules of Code Section 424(d).

          (m)  "Non-Qualified Stock Option" means a stock option that is not an
                --------------------------
     Incentive Stock Option.

          (n)  "Parent" means any corporation (other than the Company) in an
                ------
     unbroken chain of corporations ending with the Company if, with respect to
     Incentive Stock Options, at the time of the granting of the Option, each of
     the corporations other than the
<PAGE>

     Company owns stock possessing 50% or more of the total combined voting
     power of all classes of stock in one of the other corporations in such
     chain. A Parent shall include any entity other than a corporation to the
     extent permissible under Section 424(f) or regulations and rulings
     thereunder.

          (o)  "Participant" means an individual who receives a Stock Incentive
                -----------
     hereunder.

          (p)  "Performance Goals" means the measurable performance objectives,
                -----------------
     if any, established by the Committee for a Performance Period that are to
     be achieved with respect to a Stock Incentive granted to a Participant
     under the Plan. Performance Goals may be described in terms of Company-wide
     objectives or in terms of objectives that are related to performance of the
     division, Affiliate, department or function within the Company or an
     Affiliate in which the Participant receiving the Stock Incentive is
     employed or on which the Participant's efforts have the most influence. The
     achievement of the Performance Goals established by the Committee for any
     Performance Period will be determined without regard to the effect on such
     Performance Goals of any acquisition or disposition by the Company of a
     trade or business, or of substantially all of the assets of a trade or
     business, during the Performance Period and without regard to any change in
     accounting standards by the Financial Accounting Standards Board or any
     successor entity. The Performance Goals established by the Committee for
     any Performance Period under the Plan will consist of one or more of the
     following:

               (i)    earnings per share and/or growth in earnings per share in
                      relation to target objectives, excluding the effect of
                      extraordinary or nonrecurring items;
               (ii)   operating cash flow and/or growth in operating cash flow
                      in relation to target objectives;
               (iii)  cash available in relation to target objectives;
               (iv)   net income and/or growth in net income in relation to
                      target objectives, excluding the effect of extraordinary
                      or nonrecurring items;
               (v)    revenue and/or growth in revenue in relation to target
                      objectives;
               (vi)   total shareholder return (measured as the total of the
                      appreciation of and dividends declared on the Common
                      Stock) in relation to target objectives;
               (vii)  return on invested capital in relation to target
                      objectives;
               (viii) return on shareholder equity in relation to target
                      objectives;
               (ix)   return on assets in relation to target objectives; and
               (x)    return on common book equity in relation to target
                      objectives

     If the Committee determines that, as a result of a change in the business,
     operations, corporate structure or capital structure of the Company, or the
     manner in which the Company conducts its business, or any other events or
     circumstances, the Performance Goals are no longer suitable, the Committee
     may in its discretion modify such Performance Goals or the related minimum
     acceptable level of achievement, in whole or in part, with respect to a
     period as the Committee deems appropriate and equitable, except where such
     action would result in the loss of the otherwise available exemption of
<PAGE>

     the Stock Incentive under Section 162(m) of the Code. In such case, the
     Committee will not make any modification of the Performance Goals or
     minimum acceptable level of achievement.

          (q)  "Performance Period" means, with respect to a Stock Incentive, a
                ------------------
     period of time within which the Performance Goals relating to such Stock
     Incentive are to be measured. The Performance Period will be established by
     the Committee at the time the Stock Incentive is granted.

          (r)  "Performance Unit Award" refers to a performance unit award as
                ----------------------
     described in Section 3.6.

          (s)  "Phantom Shares" refers to the rights described in Section 3.7.
                --------------

          (t)  "Plan" means the Global E Tutor, Inc. 2000 Stock Incentive Plan.
                ----

          (u)  "Stock" means Company's common stock.
                -----

          (v)  "Stock Appreciation Right" means a stock appreciation right
                ------------------------
     described in Section 3.3.

          (w)  "Stock Award" means a stock award described in Section 3.4.
                -----------

          (x)  "Stock Incentive Agreement" means an agreement between the
                -------------------------
     Company and a Participant or other documentation evidencing an award of a
     Stock Incentive.

          (y)  "Stock Incentive Program" means a written program established by
                -----------------------
     the Committee, pursuant to which Stock Incentives are awarded under the
     Plan under uniform terms, conditions and restrictions set forth in such
     written program.

          (z)  "Stock Incentives" means, collectively, Dividend Equivalent
                ----------------
     Rights, Incentive Stock Options, Non-Qualified Stock Options, Phantom
     Shares, Stock Appreciation Rights and Stock Awards and Performance Unit
     Awards.

          (aa) "Subsidiary" means any corporation (other than the Company) in an
                ----------
     unbroken chain of corporations beginning with the Company if, at the time
     of the granting of the Option, each of the corporations other than the last
     corporation in the unbroken chain owns stock possessing 50% or more of the
     total combined voting power of all classes of stock in one of the other
     corporations in the chain. A "Subsidiary" shall include any entity other
     than a corporation to the extent permissible under Section 424(f) or
     regulations or rulings thereunder.

          (bb) "Termination of Employment" means the termination of the
                -------------------------
     employee-employer relationship between a Participant and the Company and
     its Affiliates, regardless of whether severance or similar payments are
     made to the Participant for any reason, including, but not by way of
     limitation, a termination by resignation, discharge,
<PAGE>

     death, Disability or retirement. The Committee will, in its absolute
     discretion, determine the effect of all matters and questions relating to a
     Termination of Employment, including, but not by way of limitation, the
     question of whether a leave of absence constitutes a Termination of
     Employment.

                      SECTION 2 THE STOCK INCENTIVE PLAN

     2.1  Purpose of the Plan. The Plan is intended to (a) provide incentive
          -------------------
to officers, employees, directors and consultants of the Company and its
Affiliates to stimulate their efforts toward the continued success of the
Company and to operate and manage the business in a manner that will provide for
the long-term growth and profitability of the Company; (b) encourage stock
ownership by officers, key employees, directors and consultants by providing
them with a means to acquire a proprietary interest in the Company, acquire
shares of Stock, or to receive compensation which is based upon appreciation in
the value of Stock; and (c) provide a means of obtaining, rewarding and
retaining officers, key personnel, directors, and consultants.

     2.2  Stock Subject to the Plan. Subject to adjustment in accordance with
          -------------------------
Section 5.2, two million (2,000,000) shares of Stock (the "Maximum Plan Shares")
are hereby reserved exclusively for issuance upon exercise or payment pursuant
to Stock Incentives. The shares of Stock attributable to the nonvested, unpaid,
unexercised, unconverted or otherwise unsettled portion of any Stock Incentive
that is forfeited or cancelled or expires or terminates for any reason without
becoming vested, paid, exercised, converted or otherwise settled in full will
again be available for purposes of the Plan.

     2.3  Administration of the Plan. The Plan is administered by the
          --------------------------
Committee. The Committee has full authority in its discretion to determine the
officers, key employees, directors and consultants of the Company or its
Affiliates to whom Stock Incentives will be granted and the terms and provisions
of Stock Incentives, subject to the Plan. Subject to the provisions of the Plan,
the Committee has full and conclusive authority to interpret the Plan; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of the respective Stock Incentive Agreements
and to make all other determinations necessary or advisable for the proper
administration of the Plan. The Committee's determinations under the Plan need
not be uniform and may be made by it selectively among persons who receive, or
are eligible to receive, awards under the Plan (whether or not such persons are
similarly situated). The Committee's decisions are final and binding on all
Participants.

     2.4  Eligibility and Limits. Stock Incentives may be granted only to
          ----------------------
officers, employees, directors, and consultants of the Company, or any Affiliate
of the Company; provided, however, that an Incentive Stock Option may only be
granted to an employee of the Company or any Subsidiary. In the case of
Incentive Stock Options, the aggregate Fair Market Value (determined as at the
date an Incentive Stock Option is granted) of stock with respect to which stock
options intended to meet the requirements of Code Section 422 become exercisable
for the first time by an individual during any calendar year under all plans of
the Company and its Subsidiaries may not exceed $100,000; provided further, that
if the limitation is exceeded, the
<PAGE>

Incentive Stock Option(s) which cause the limitation to be exceeded will be
treated as Non-Qualified Stock Option(s).

                      SECTION 3 TERMS OF STOCK INCENTIVES

     3.1  Terms and Conditions of All Stock Incentives.
          --------------------------------------------

          (a)  The number of shares of Stock as to which a Stock Incentive may
     be granted will be determined by the Committee in its sole discretion,
     subject to the provisions of Section 2.2 as to the total number of shares
     available for grants under the Plan and subject to the limits on Options
     and Stock Appreciation Rights in the following sentence. On such date as
     required by Section 162(m) of the Code and the regulations thereunder for
     compensation to be treated as qualified performance based compensation, the
     maximum number of shares of Stock with respect to which Options or Stock
     Appreciation Rights may be granted during any one year period to any
     employee may not exceed 1,000,000. If, after grant, an Option is cancelled,
     the cancelled Option shall continue to be counted against the maximum
     number of shares for which options may be granted to an employee as
     described in this Section 3.1. If, after grant, the exercise price of an
     Option is reduced or the base amount on which a Stock Appreciation Right is
     calculated is reduced, the transaction shall be treated as the cancellation
     of the Option or the Stock Appreciation Right, as applicable, and the grant
     of a new Option or Stock Appreciation Right, as applicable. If an Option or
     Stock Appreciation Right is deemed to be cancelled as described in the
     preceding sentence, the Option or Stock Appreciation Right that is deemed
     to be canceled and the Option or Stock Appreciation Right that is deemed to
     be granted shall both be counted against the maximum number of shares for
     which Options or Stock Appreciation Rights may be granted to an employee as
     described in this Section 3.1.

          (b)  Each Stock Incentive will either be evidenced by a Stock
     Incentive Agreement in such form and containing such terms, conditions and
     restrictions as the Committee may determine to be appropriate, including
     without limitation, Performance Goals that must be achieved as a condition
     to vesting or payment of the Stock Incentive, or be made subject to the
     terms of a Stock Incentive Program, containing such terms, conditions and
     restrictions as the Committee may determine to be appropriate, including
     without limitation, Performance Goals that must be achieved as a condition
     to vesting or payment of the Stock Incentive. Each Stock Incentive
     Agreement or Stock Incentive Program is subject to the terms of the Plan
     and any provisions contained in the Stock Incentive Agreement or Stock
     Incentive Program that are inconsistent with the Plan are null and void.

          (c)  The date a Stock Incentive is granted will be the date on which
     the Committee has approved the terms and conditions of the Stock Incentive
     and has determined the recipient of the Stock Incentive and the number of
     shares covered by the Stock Incentive, and has taken all such other actions
     necessary to complete the grant of the Stock Incentive.
<PAGE>

          (d)  Any Stock Incentive may be granted in connection with all or any
     portion of a previously or contemporaneously granted Stock Incentive.
     Exercise or vesting of a Stock Incentive granted in connection with another
     Stock Incentive may result in a pro rata surrender or cancellation of any
     related Stock Incentive, as specified in the applicable Stock Incentive
     Agreement or Stock Incentive Program.

          (e)  Stock Incentives are not transferable or assignable except by
     will or by the laws of descent and distribution and are exercisable, during
     the Participant's lifetime, only by the Participant; or in the event of the
     Disability of the Participant, by the legal representative of the
     Participant; or in the event of death of the Participant, by the legal
     representative of the Participant's estate or if no legal representative
     has been appointed, by the successor in interest determined under the
     Participant's will; provided, however, that the Committee may waive any of
     the provisions of this Section or provide otherwise as to any Stock
     Incentives other than Incentive Stock Options.

     3.2  Terms and Conditions of Options. Each Option granted under the Plan
          -------------------------------
must be evidenced by a Stock Incentive Agreement. At the time any Option is
granted, the Committee will determine whether the Option is to be an Incentive
Stock Option described in Code Section 422 or a Non-Qualified Stock Option, and
the Option must be clearly identified as to its status as an Incentive Stock
Option or a Non-Qualified Stock Option. Incentive Stock Options may only be
granted to employees of the Company or any Subsidiary. At the time any Incentive
Stock Option granted under the Plan is exercised, the Company will be entitled
to legend the certificates representing the shares of Stock purchased pursuant
to the Option to clearly identify them as representing the shares purchased upon
the exercise of an Incentive Stock Option. An Incentive Stock Option may only be
granted within ten (10) years from the earlier of the date the Plan is adopted
or approved by the Company's stockholders.

          (a)  Option Price. Subject to adjustment in accordance with Section
               ------------
     5.2 and the other provisions of this Section 3.2, the exercise price (the
     "Exercise Price") per share of Stock purchasable under any Option must be
     as set forth in the applicable Stock Incentive Agreement, but in no event
     may it be less than the Fair Market Value on the date the Option is granted
     with respect to an Incentive Stock Option. With respect to each grant of an
     Incentive Stock Option to a Participant who is an Over 10% Owner, the
     Exercise Price may not be less than 110% of the Fair Market Value on the
     date the Option is granted.

          (b)  Option Term. Any Incentive Stock Option granted to a Participant
               -----------
     who is not an Over 10% Owner is not exercisable after the expiration of ten
     (10) years after the date the Option is granted. Any Incentive Stock Option
     granted to an Over 10% Owner is not exercisable after the expiration of
     five (5) years after the date the Option is granted. The term of any Non-
     Qualified Stock Option must be as specified in the applicable Stock
     Incentive Agreement.

          (c)  Payment. Payment for all shares of Stock purchased pursuant to
               -------
     exercise of an Option will be made in any form or manner authorized by the
     Committee in the
<PAGE>

          Stock Incentive Agreement or by amendment thereto, including, but not
          limited to, cash or, if the Stock Incentive Agreement provides:

                    (i)   by delivery to the Company of a number of shares of
               Stock which have been owned by the holder for at least six (6)
               months prior to the date of exercise having an aggregate Fair
               Market Value of not less than the product of the Exercise Price
               multiplied by the number of shares the Participant intends to
               purchase upon exercise of the Option on the date of delivery;

                    (ii)  in a cashless exercise through a broker; or

                    (iii) by having a number of shares of Stock withheld, the
               Fair Market Value of which as of the date of exercise is
               sufficient to satisfy the Exercise Price.

          In its discretion, the Committee also may authorize (at the time an
          Option is granted or thereafter) Company financing to assist the
          Participant as to payment of the Exercise Price on such terms as may
          be offered by the Committee in its discretion. Payment must be made at
          the time that the Option or any part thereof is exercised, and no
          shares may be issued or delivered upon exercise of an option until
          full payment has been made by the Participant. The holder of an
          Option, as such, has none of the rights of a stockholder.

               (d)  Conditions to the Exercise of an Option. Each Option granted
                    ---------------------------------------
         under the Plan is exercisable by the Participant or any other
         designated person, at such time or times, or upon the occurrence of
         such event or events, and in such amounts, as the Committee specifies
         in the Stock Incentive Agreement; provided, however, that subsequent to
         the grant of an Option, the Committee, at any time before complete
         termination of such Option, may accelerate the time or times at which
         such Option may be exercised in whole or in part, including, without
         limitation, upon a Change in Control as defined in the Stock Incentive
         Agreement and may permit the Participant or any other designated person
         to exercise the Option, or any portion thereof, for all or part of the
         remaining Option term, notwithstanding any provision of the Stock
         Incentive Agreement to the contrary.

               (e)  Termination of Incentive Stock Option. With respect to an
                    -------------------------------------
          Incentive Stock Option, in the event of Termination of Employment of a
          Participant, the Option or portion thereof held by the Participant
          which is unexercised will expire, terminate, and become unexercisable
          no later than the expiration of three (3) months after the date of
          Termination of Employment; provided, however, that in the case of a
          holder whose Termination of Employment is due to death or Disability,
          one (1) year will be substituted for such three (3) month period;
          provided, further that such time limits may be exceeded by the
          Committee under the terms of the grant, in which case, the Incentive
          Stock Option will be a Non-Qualified Option if it is exercised after
          the time limits that would otherwise apply. For purposes of this
          Subsection (e), Termination of Employment of the Participant will not
          be deemed to have occurred if the Participant is employed by another
          corporation (or a parent or subsidiary corporation of such other
          corporation) which has assumed the

                                       8
<PAGE>

          Incentive Stock Option of the Participant in a transaction to which
          Code Section 424(a) is applicable.

               (f)  Special Provisions for Certain Substitute Options.
                    -------------------------------------------------
          Notwithstanding anything to the contrary in this Section 3.2, any
          Option issued in substitution for an option previously issued by
          another entity, which substitution occurs in connection with a
          transaction to which Code Section 424(a) is applicable, may provide
          for an exercise price computed in accordance with such Code Section
          and the regulations thereunder and may contain such other terms and
          conditions as the Committee may prescribe to cause such substitute
          Option to contain as nearly as possible the same terms and conditions
          (including the applicable vesting and termination provisions) as those
          contained in the previously issued option being replaced thereby.

          3.3  Terms and Conditions of Stock Appreciation Rights. Each Stock
               -------------------------------------------------
Appreciation Right granted under the Plan must be evidenced by a Stock Incentive
Agreement. A Stock Appreciation Right entitles the Participant to receive the
excess of (1) the Fair Market Value of a specified or determinable number of
shares of the Stock at the time of payment or exercise over (2) a specified or
determinable price which, in the case of a Stock Appreciation Right granted in
connection with an Option, may not be less than the Exercise Price for that
number of shares subject to that Option. A Stock Appreciation Right granted in
connection with a Stock Incentive may only be exercised to the extent that the
related Stock Incentive has not been exercised, paid or otherwise settled.

               (a)  Settlement. Upon settlement of a Stock Appreciation Right,
                    ----------
          the Company must pay to the Participant the appreciation in cash or
          shares of Stock (valued at the aggregate Fair Market Value on the date
          of payment or exercise) as provided in the Stock Incentive Agreement
          or, in the absence of such provision, as the Committee may determine.

               (b)  Conditions to Exercise. Each Stock Appreciation Right
                    ----------------------
          granted under the Plan is exercisable or payable at such time or
          times, or upon the occurrence of such event or events, and in such
          amounts, as the Committee specifies in the Stock Incentive Agreement;
          provided, however, that subsequent to the grant of a Stock
          Appreciation Right, the Committee, at any time before complete
          termination of such Stock Appreciation Right, may accelerate the time
          or times at which such Stock Appreciation Right may be exercised or
          paid in whole or in part.

          3.4  Terms and Conditions of Stock Awards. The number of shares of
               ------------------------------------
Stock subject to a Stock Award and restrictions or conditions on such shares, if
any, will be as the Committee determines, and the certificate for such shares
will bear evidence of any restrictions or conditions. Subsequent to the date of
the grant of the Stock Award, the Committee has the power to permit, in its
discretion, an acceleration of the expiration of an applicable restriction
period with respect to any part or all of the shares awarded to a Participant.
The Committee may require a cash payment from the Participant in an amount no
greater than the aggregate Fair Market Value of the shares of Stock awarded
determined at the date of grant in exchange for the grant of a Stock Award or
may grant a Stock Award without the requirement of a cash payment.

                                       9
<PAGE>

          3.5  Terms and Conditions of Dividend Equivalent Rights. A Dividend
               --------------------------------------------------
Equivalent Right entitles the Participant to receive payments from the Company
in an amount determined by reference to any cash dividends paid on a specified
number of shares of Stock to Company stockholders of record during the period
such rights are effective. The Committee may impose such restrictions and
conditions on any Dividend Equivalent Right as the Committee in its discretion
shall determine, including the date any such right shall terminate and may
reserve the right to terminate, amend or suspend any such right at any time.

               (a)  Payment. Payment in respect of a Dividend Equivalent Right
                    -------
          may be made by the Company in cash or shares of Stock (valued at Fair
          Market Value as of the date payment is owed) as provided in the Stock
          Incentive Agreement or Stock Incentive Program, or, in the absence of
          such provision, as the Committee may determine.

               (b)  Conditions to Payment. Each Dividend Equivalent Right
                    ---------------------
          granted under the Plan is payable at such time or times, or upon the
          occurrence of such event or events, and in such amounts, as the
          Committee specifies in the applicable Stock Incentive Agreement or
          Stock Incentive Program; provided, however, that subsequent to the
          grant of a Dividend Equivalent Right, the Committee, at any time
          before complete termination of such Dividend Equivalent Right, may
          accelerate the time or times at which such Dividend Equivalent Right
          may be paid in whole or in part.

          3.6  Terms and Conditions of Performance Unit Awards. A Performance
               -----------------------------------------------
Unit Award shall entitle the Participant to receive, at a specified future date,
payment of an amount equal to all or a portion of the value of a specified or
determinable number of units (stated in terms of a designated or determinable
dollar amount per unit) granted by the Committee. At the time of the grant, the
Committee must determine the base value of each unit, the number of units
subject to a Performance Unit Award, and the Performance Goals applicable to the
determination of the ultimate payment value of the Performance Unit Award. The
Committee may provide for an alternate base value for each unit under certain
specified conditions.

               (a)  Payment. Payment in respect of Performance Unit Awards may
                    -------
          be made by the Company in cash or shares of Stock (valued at Fair
          Market Value as of the date payment is owed) as provided in the
          applicable Stock Incentive Agreement or Stock Incentive Program or, in
          the absence of such provision, as the Committee may determine.

               (b)  Conditions to Payment. Each Performance Unit Award granted
                    ---------------------
          under the Plan shall be payable at such time or times, or upon the
          occurrence of such event or events, and in such amounts, as the
          Committee shall specify in the applicable Stock Incentive Agreement or
          Stock Incentive Program; provided, however, that subsequent to the
          grant of a Performance Unit Award, the Committee, at any time before
          complete termination of such Performance Unit Award, may accelerate
          the time or times at which such Performance Unit Award may be paid in
          whole or in part.

          3.7  Terms and Conditions of Phantom Shares. Phantom Shares shall
               --------------------------------------
entitle the Participant to receive, at a specified future date, payment of an
amount equal to all or a portion of

                                       10
<PAGE>

the Fair Market Value of a specified number of shares of Stock at the end of a
specified period. At the time of the grant, the Committee will determine the
factors which will govern the portion of the phantom shares so payable,
including, at the discretion of the Committee, any performance criteria that
must be satisfied as a condition to payment. Phantom Share awards containing
performance criteria may be designated as performance share awards.

               (a)  Payment. Payment in respect of Phantom Shares may be made
                    -------
          by the Company in cash or shares of Stock (valued at Fair Market Value
          as of the date payment is owed) as provided in the applicable Stock
          Incentive Agreement or Stock Incentive Program, or, in the absence of
          such provision, as the Committee may determine.

               (b)  Conditions to Payment. Each Phantom Share granted under the
                    ---------------------
          Plan is payable at such time or times, or upon the occurrence of such
          event or events, and in such amounts, as the Committee specify in the
          applicable Stock Incentive Agreement or Stock Incentive Program;
          provided, however, that subsequent to the grant of a Phantom Share,
          the Committee, at any time before complete termination of such Phantom
          Share, may accelerate the time or times at which such Phantom Share
          may be paid in whole or in part.

          3.8  Treatment of Awards Upon Termination of Employment. Except as
               --------------------------------------------------
otherwise provided by Plan Section 3.2(e), any award under this Plan to a
Participant who has experienced a Termination of Employment may be cancelled,
accelerated, paid or continued, as provided in the applicable Stock Incentive
Agreement or Stock Incentive Program, or, in the absence of such provision, as
the Committee may determine. The portion of any award exercisable in the event
of continuation or the amount of any payment due under a continued award may be
adjusted by the Committee to reflect the Participant's period of service from
the date of grant through the date of the Participant's Termination of
Employment or such other factors as the Committee determines are relevant to its
decision to continue the award.

                        SECTION 4 RESTRICTIONS ON STOCK

          4.1  Escrow of Shares. Any certificates representing the shares of
               ----------------
Stock issued under the Plan will be issued in the Participant's name, but, if
the applicable Stock Incentive Agreement or Stock Incentive Program so provides,
the shares of Stock will be held by a custodian designated by the Committee (the
"Custodian"). Each applicable Stock Incentive Agreement or Stock Incentive
Program providing for transfer of shares of Stock to the Custodian must appoint
the Custodian as the attorney-in-fact for the Participant for the term specified
in the applicable Stock Incentive Agreement or Stock Incentive Program, with
full power and authority in the Participant's name, place and stead to transfer,
assign and convey to the Company any shares of Stock held by the Custodian for
such Participant, if the Participant forfeits the shares under the terms of the
applicable Stock Incentive Agreement or Stock Incentive Program. During the
period that the Custodian holds the shares subject to this Section, the
Participant is entitled to all rights, except as provided in the applicable
Stock Incentive Agreement or Stock Incentive Program, applicable to shares of
Stock not so held. Any dividends declared on shares of Stock held by the
Custodian must provide in the applicable Stock Incentive Agreement or Stock

                                       11
<PAGE>

Incentive Program, to be paid directly to the Participant or, in the
alternative, be retained by the Custodian or by the Company until the expiration
of the term specified in the applicable Stock Incentive Agreement or Stock
Incentive Program and shall then be delivered, together with any proceeds, with
the shares of Stock to the Participant or to the Company, as applicable.

          4.2  Restrictions on Transfer. The Participant does not have the right
               ------------------------
to make or permit to exist any disposition of the shares of Stock issued
pursuant to the Plan except as provided in the Plan or the applicable Stock
Incentive Agreement or Stock Incentive Program. Any disposition of the shares of
Stock issued under the Plan by the Participant not made in accordance with the
Plan or the applicable Stock Incentive Agreement or Stock Incentive Program will
be void. The Company will not recognize, or have the duty to recognize, any
disposition not made in accordance with the Plan and the applicable Stock
Incentive Agreement or Stock Incentive Program, and the shares so transferred
will continue to be bound by the Plan and the applicable Stock Incentive
Agreement or Stock Incentive Program.

                         SECTION 5 GENERAL PROVISIONS

          5.1  Withholding. The Company must deduct from all cash distributions
               -----------
under the Plan any taxes required to be withheld by federal, state or local
government. Whenever the Company proposes or is required to issue or transfer
shares of Stock under the Plan or upon the vesting of any Stock Award, the
Company has the right to require the recipient to remit to the Company an amount
sufficient to satisfy any federal, state and local tax withholding requirements
prior to the delivery of any certificate or certificates for such shares or the
vesting of such Stock Award. A Participant may pay the withholding obligation in
cash, or, if the applicable Stock Incentive Agreement or Stock Incentive Program
provides, a Participant may elect to have the number of shares of Stock he is to
receive reduced by, or with respect to a Stock Award, tender back to the
Company, the smallest number of whole shares of Stock which, when multiplied by
the Fair Market Value of the shares of Stock determined as of the Tax Date
(defined below), is sufficient to satisfy federal, state and local, if any,
withholding obligation arising from exercise or payment of a Stock Incentive (a
"Withholding Election"). A Participant may make a Withholding Election only if
both of the following conditions are met:

               (a)  The Withholding Election must be made on or prior to the
          date on which the amount of tax required to be withheld is determined
          (the "Tax Date") by executing and delivering to the Company a properly
          completed notice of Withholding Election as prescribed by the
          Committee; and

               (b)  Any Withholding Election made will be irrevocable except on
          six months advance written notice delivered to the Company; however,
          the Committee may in its sole discretion disapprove and give no effect
          to the Withholding Election.

          5.2  Changes in Capitalization; Merger; Liquidation.
               ----------------------------------------------

               (a)  The number of shares of Stock reserved for the grant of
          Options, Dividend Equivalent Rights, Performance Unit Awards, Phantom
          Shares, Stock Appreciation

                                       12
<PAGE>

          Rights and Stock Awards; the number of shares of Stock reserved for
          issuance upon the exercise or payment, as applicable, of each
          outstanding Option, Dividend Equivalent Right, Phantom Share and Stock
          Appreciation Right and upon vesting or grant, as applicable, of each
          Stock Award; the Exercise Price of each outstanding Option and the
          specified number of shares of Stock to which each outstanding Dividend
          Equivalent Right, Phantom Share and Stock Appreciation Right pertains
          must be proportionately adjusted for any increase or decrease in the
          number of issued shares of Stock resulting from a subdivision or
          combination of shares or the payment of a stock dividend in shares of
          Stock to holders of outstanding shares of Stock or any other increase
          or decrease in the number of shares of Stock outstanding effected
          without receipt of consideration by the Company.

               (b)  In the event of a merger, consolidation, reorganization,
          extraordinary dividend, spin-off, sale of substantially all of the
          Company's assets, other change in capital structure of the Company,
          tender offer for shares of Stock, or a change in control of the
          Company (as defined by the Committee in the applicable Stock Incentive
          Agreement) the Committee may make such adjustments with respect to
          awards and take such other action as it deems necessary or appropriate
          to reflect such merger, consolidation, reorganization or tender offer,
          including, without limitation, the substitution of new awards, or the
          adjustment of outstanding awards, the acceleration of awards, the
          removal of restrictions on outstanding awards, or the termination of
          outstanding awards in exchange for the cash value determined in good
          faith by the Committee of the vested and/or unvested portion of the
          award. Any adjustment pursuant to this Section 5.2 may provide, in the
          Committee's discretion, for the elimination without payment therefor
          of any fractional shares that might otherwise become subject to any
          Stock Incentive, but except as set forth in this Section may not
          otherwise diminish the then value of the Stock Incentive.

               (c)  The existence of the Plan and the Stock Incentives granted
          pursuant to the Plan must not affect in any way the right or power of
          the Company to make or authorize any adjustment, reclassification,
          reorganization or other change in its capital or business structure,
          any merger or consolidation of the Company, any issue of debt or
          equity securities having preferences or priorities as to the Stock or
          the rights thereof, the dissolution or liquidation of the Company, any
          sale or transfer of all or any part of its business or assets, or any
          other corporate act or proceeding.

          5.3  Cash Awards. The Committee may, at any time and in its
               -----------
discretion, grant to any holder of a Stock Incentive the right to receive, at
such times and in such amounts as determined by the Committee in its discretion,
a cash amount which is intended to reimburse such person for all or a portion of
the federal, state and local income taxes imposed upon such person as a
consequence of the receipt of the Stock Incentive or the exercise of rights
thereunder.

          5.4  Compliance with Code. All Incentive Stock Options to be granted
               --------------------
hereunder are intended to comply with Code Section 422, and all provisions of
the Plan and all Incentive Stock Options granted hereunder must be construed in
such manner as to effectuate that intent.

                                       13
<PAGE>

          5.5  Right to Terminate Employment. Nothing in the Plan or in any
               -----------------------------
Stock Incentive confers upon any Participant the right to continue as an
employee or officer of the Company or any of its Affiliates or affect the right
of the Company or any of its Affiliates to terminate the Participant's
employment or services at any time.

          5.6  Non-Alienation of Benefits. Other than as provided herein, no
               --------------------------
benefit under the Plan may be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance or charge; and any attempt to do
so shall be void. No such benefit may, prior to receipt by the Participant, be
in any manner liable for or subject to the debts, contracts, liabilities,
engagements or torts of the Participant.

          5.7  Restrictions on Delivery and Sale of Shares; Legends. Each Stock
               ----------------------------------------------------
Incentive is subject to the condition that if at any time the Committee, in its
discretion, shall determine that the listing, registration or qualification of
the shares covered by such Stock Incentive upon any securities exchange or under
any state or federal law is necessary or desirable as a condition of or in
connection with the granting of such Stock Incentive or the purchase or delivery
of shares thereunder, the delivery of any or all shares pursuant to such Stock
Incentive may be withheld unless and until such listing, registration or
qualification shall have been effected. If a registration statement is not in
effect under the Securities Act of 1933 or any applicable state securities laws
with respect to the shares of Stock purchasable or otherwise deliverable under
Stock Incentives then outstanding, the Committee may require, as a condition of
exercise of any Option or as a condition to any other delivery of Stock pursuant
to a Stock Incentive, that the Participant or other recipient of a Stock
Incentive represent, in writing, that the shares received pursuant to the Stock
Incentive are being acquired for investment and not with a view to distribution
and agree that the shares will not be disposed of except pursuant to an
effective registration statement, unless the Company shall have received an
opinion of counsel that such disposition is exempt from such requirement under
the Securities Act of 1933 and any applicable state securities laws. The Company
may include on certificates representing shares delivered pursuant to a Stock
Incentive such legends referring to the foregoing representations or
restrictions or any other applicable restrictions on resale as the Company, in
its discretion, shall deem appropriate.

          5.8  Listing and Legal Compliance. The Committee may suspend the
               ----------------------------
exercise or payment of any Stock Incentive so long as it determines that
securities exchange listing or registration or qualification under any
securities laws is required in connection therewith and has not been completed
on terms acceptable to the Committee.

          5.9  Termination and Amendment of the Plan. The Board of Directors at
               -------------------------------------
any time may amend or terminate the Plan without stockholder approval; provided,
however, that the Board of Directors may condition any amendment on the approval
of stockholders of the Company if such approval is necessary or advisable with
respect to tax, securities or other applicable laws. No such termination or
amendment without the consent of the holder of a Stock Incentive may adversely
affect the rights of the Participant under such Stock Incentive.

          5.10 Stockholder Approval. The Plan must be submitted to the
               --------------------
stockholders of the Company for their approval within twelve (12) months before
or after the adoption of the Plan by

                                       14
<PAGE>

the Board of Directors of the Company. If such approval is not obtained, any
Incentive Stock Option granted hereunder will be a Non-Qualified Stock Option,
but will not otherwise affect any Stock Incentive granted hereunder.

          5.11 Choice of Law. The laws of the State of Delaware shall govern the
               -------------
Plan, to the extent not preempted by federal law, without reference to the
principles of conflict of laws.

          5.12 Effective Date of Plan. This Plan was approved by the Board of
               ----------------------
Directors as of July 1, 2000.


                                   GLOBAL E TUTOR, INC.


                                   By: /s/ Jerry L. Barton
                                       -------------------

                                   Title: President and Chief Executive Officer
                                          -------------------------------------

                                       15