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                                                                   EXHIBIT 10.18

                              CRUNCH HOLDING CORP.
                        2004 CALIFORNIA STOCK OPTION PLAN

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                                                                               .
                                                                               .
                                                                               .

<TABLE>
<S>                                                                                                           <C>
1.  THE PLAN...............................................................................................    1
    1.1      Purpose.......................................................................................    1
    1.2      Administration and Authorization; Power and Procedure.........................................    1
    1.3      Participation.................................................................................    3
    1.4      Shares Available for Options; Share Limits....................................................    3
    1.5      No Transferability; Limited Exception to Transfer Restrictions................................    3
2.  OPTIONS................................................................................................    6
    2.1      Option Grants.................................................................................    6
    2.2      Vesting; Term; Exercise Procedure.............................................................    6
    2.3      Option Price..................................................................................    8
    2.4      Limitations on Grant and Terms of Incentive Stock Options.....................................    9
    2.5      Limits on 10% Holders.........................................................................   10
    2.6      Effects of Termination of Employment; Termination of Subsidiary Status; Discretionary
             Provisions....................................................................................   10
    2.7      Option Repricing/Cancellation and Regrant/Waiver of Restrictions..............................   13
    2.8      Options in Substitution for Stock Options Granted by Other Corporations.......................   13
3.  OTHER PROVISIONS.......................................................................................   13
    3.1      Rights of Eligible Persons, Participants and Beneficiaries....................................   13
    3.2      Adjustments; Acceleration.....................................................................   14
    3.3      Lock-Up Agreement.............................................................................   18
    3.4      Call Right....................................................................................   18
    3.5      Sale of the Corporation.......................................................................   19
    3.6      Drag-Along Rights.............................................................................   20
    3.7      Co-Sale Rights................................................................................   22
    3.8      No Stockholder Rights Following Exercise of a Call or Repurchase..............................   23
    3.9      Compliance with Laws..........................................................................   23
    3.10     Tax Withholding...............................................................................   25
    3.11     Plan and Option Amendments, Termination and Suspension........................................   25
    3.12     Privileges of Stock Ownership.................................................................   26
    3.13     Effective Date of the Plan....................................................................   26
    3.14     Term of the Plan..............................................................................   26
    3.15     Governing Law/Severability....................................................................   26
    3.16     Captions......................................................................................   27
</TABLE>

                                       (i)

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<TABLE>
<S>                                                                                                           <C>
    3.17     Non-Exclusivity of Plan.......................................................................   27
    3.18     No Restriction on Corporate Powers............................................................   27
    3.19     Other Compensation or Benefit Programs........................................................   27
4.  DEFINITIONS............................................................................................   28
</TABLE>

                                      (ii)

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                              CRUNCH HOLDING CORP.
                        2004 CALIFORNIA STOCK OPTION PLAN

1.       THE PLAN.

1.1      PURPOSE. The purpose of this 2004 California Stock Option Plan (this
         "Plan") is to promote the success of the Corporation and its Related
         Entities and the interests of its stockholders by attracting,
         motivating, retaining and rewarding certain officers, employees,
         managers, directors and other eligible persons with awards and
         incentives for high levels of individual performance and improved
         financial performance of the Corporation and its Subsidiaries.
         Capitalized terms used herein are defined in Section 4.

1.2      ADMINISTRATION AND AUTHORIZATION; POWER AND PROCEDURE.

         1.2.1.   ADMINISTRATOR. This Plan will be administered by and all
                  Options will be authorized by the Administrator. Action of the
                  Administrator with respect to its authority under this Plan
                  shall be taken pursuant to a majority vote or by unanimous
                  written consent of its members. Unless a majority of the
                  members of the Board determines otherwise: (i) if the
                  Corporation is subject to the Exchange Act, the Administrator
                  shall be constituted in a manner that satisfies the
                  requirements of Rule 16b-3 under the Exchange Act ("RULE
                  16B-3"), which Administrator shall administer the Plan with
                  respect to all Eligible Persons who are subject to Section 16
                  of the Exchange Act in a manner that satisfies the
                  requirements of Rule 16b-3; and (ii) the Administrator shall
                  be constituted in a manner that satisfies the requirements of
                  Section 162(m) of the Code, which Administrator shall
                  administer the Plan with respect to "performance-based
                  compensation" for all Eligible Persons who are reasonably
                  expected to be "covered employees" as those terms are defined
                  in Section 162(m) of the Code; provided, however, that the
                  failure to satisfy such requirements shall not affect the
                  validity of the action of any Administrator otherwise duly
                  authorized and acting in the matter. The Board or a committee
                  comprised solely of directors may also delegate, to the extent
                  permitted by Section 157(c) of the Delaware General
                  Corporation Law and any other applicable law, to one or more
                  officers of the Corporation, its powers under this Plan (a) to
                  designate the officers and employees of the Corporation and
                  its Subsidiaries who will receive grants of rights or options
                  to purchase shares of Common Stock, and (b) to determine the
                  number of rights or options to be received by them, pursuant
                  to a resolution that specifies the total number of rights or
                  options that may be granted under the delegation, provided
                  that no officer may be delegated the power to designate
                  himself or herself as a recipient of such options or rights.

         1.2.2.   PLAN OPTIONS; INTERPRETATION; POWERS OF ADMINISTRATOR. Subject
                  to the express provisions of this Plan and any express
                  limitations on the delegated authority of an Administrator,
                  the Administrator will have the authority to:

                  (a)      determine eligibility and the particular Eligible
                           Persons who will receive Options;

<PAGE>

                  (b)      grant Options to Eligible Persons, determine the
                           price at which securities will be offered or awarded
                           and the amount of securities to be offered or awarded
                           to any of such persons, and determine the other
                           specific terms and conditions of Options consistent
                           with the express limits of this Plan, establish the
                           installments (if any) in which such Options will
                           become exercisable or will vest, and the respective
                           consequences thereof, or determine that no delayed
                           exercisability or vesting is required, and establish
                           the events of termination or reversion of such
                           Options;

                  (c)      approve the forms of Option Agreements, which need
                           not be identical among Participants;

                  (d)      construe and interpret this Plan and any Option or
                           other agreements defining the rights and obligations
                           of the Corporation (and the Subsidiaries) and
                           Participants under this Plan, make factual
                           determinations with respect to the administration of
                           this Plan, further define the terms used in this
                           Plan, and prescribe, amend and rescind rules and
                           regulations relating to the administration of this
                           Plan;

                  (e)      cancel, modify, or waive the Corporation's rights
                           with respect to, or modify, discontinue, suspend, or
                           terminate any or all outstanding Options held by
                           Eligible Persons, subject to any required consent
                           under Section 3.11;

                  (f)      accelerate or extend the exercisability or extend the
                           term of any or all outstanding Options within the
                           maximum ten-year term of Options under Section 2.2.2;

                  (g)      determine the duration and purposes of leaves of
                           absence that may be granted to Participants without
                           constituting a termination of their employment for
                           purposes of this Plan; and

                  (h)      make all other determinations and take such other
                           action as contemplated by this Plan or as may be
                           necessary or advisable for the administration of this
                           Plan and the effectuation of its purposes.

         1.2.3.   BINDING DETERMINATIONS. Any action taken by, or inaction of,
                  the Corporation, any Subsidiary, the Board or the
                  Administrator relating or pursuant to this Plan will be within
                  the absolute discretion of that entity or body and will be
                  conclusive and binding upon all persons. Subject only to
                  compliance with the express provisions hereof, the Board and
                  the Administrator may act in their absolute discretion in
                  matters within their authority related to this Plan.

         1.2.4.   RELIANCE ON EXPERTS. In making any determination or in taking
                  or not taking any action under this Plan, the Administrator or
                  the Board, as the case may be, may obtain, rely upon the
                  advice of, and pay all reasonable expenses related to
                  obtaining, experts, including employees of and professional
                  advisors to the Corporation or the Subsidiaries.

                                        2

<PAGE>

         1.2.5.   DELEGATION. The Administrator may delegate ministerial,
                  non-discretionary functions to individuals who are officers or
                  employees of the Corporation or a Related Entity.

         1.2.6.   NO LIABILITY. No director, manager, member, officer,
                  stockholder or agent of the Corporation or a Related Entity
                  will be liable for any action, omission or decision under this
                  Plan taken, made or omitted in good faith.

1.3      PARTICIPATION. Options may be granted by the Administrator only to
         those persons that the Administrator determines to be Eligible Persons.
         An Eligible Person who has been granted an Option may, if otherwise
         eligible, be granted additional Options if the Administrator so
         determines.

1.4      SHARES AVAILABLE FOR OPTIONS; SHARE LIMITS.

         1.4.1.   SHARES AVAILABLE. Subject to the provisions of Section 3.2,
                  the capital stock delivered in respect of Options granted
                  under this Plan will be shares of the Corporation's authorized
                  but unissued Common Stock and any of its shares of Common
                  Stock held as treasury shares. The shares may be delivered for
                  any lawful consideration.

         1.4.2.   SHARE LIMIT. The maximum number of shares of Common Stock that
                  may be delivered pursuant to Options granted under this Plan
                  will not exceed 350,000 shares (the "SHARE LIMIT"), and will
                  be subject to adjustment as contemplated by this Section 1.4
                  and Section 3.2.

         1.4.3.   SHARE RESERVATION; REPLENISHMENT AND REISSUE OF UNVESTED
                  OPTIONS. Shares subject to outstanding Options shall be
                  reserved for issuance. No Option may be granted under this
                  Plan unless, on the date of grant, the sum of (a) the maximum
                  number of shares of Common Stock issuable at any time pursuant
                  to such Option, plus (b) the number of shares of Common Stock
                  that have previously been issued pursuant to Options granted
                  under this Plan, plus (c) the maximum number of shares of
                  Common Stock that may be issued at any time after such date of
                  grant pursuant to Options that are outstanding on such date,
                  does not exceed the Share Limit. Shares of Common Stock that
                  are subject to or underlie Options that expire or for any
                  reason are canceled or terminated, are forfeited, fail to
                  vest, or for any other reason are not paid or delivered under
                  this Plan, will again, except to the extent prohibited by law
                  (or the provisions of the Code, in the case of Incentive Stock
                  Options) or the terms of this Plan, be available for
                  subsequent Options to be granted under this Plan. Accordingly,
                  shares of Common Stock issued pursuant to the terms hereof
                  (including shares of Common Stock offset in satisfaction of
                  applicable withholding taxes or the exercise price of an
                  Option) in respect of an Option shall reduce on a
                  share-for-share basis the number of shares of Common Stock
                  remaining available under this Plan and the number of shares
                  remaining subject to the Option.

1.5      NO TRANSFERABILITY; LIMITED EXCEPTION TO TRANSFER RESTRICTIONS.

                                        3

<PAGE>

         1.5.1.   LIMIT ON EXERCISE AND TRANSFER OF OPTIONS.

                  (a)      Unless otherwise expressly provided in (or pursuant
                           to) this Section 1.5, by applicable law and by the
                           Option Agreement, as the same may be amended:

                           (i)      all Options are non-transferable and will
                                    not be subject in any manner to sale,
                                    transfer, anticipation, alienation,
                                    assignment, pledge, encumbrance or charge;

                           (ii)     Options will be exercised only by the
                                    Participant; and

                           (iii)    amounts payable or shares issuable pursuant
                                    to an Option will be delivered only to (or
                                    for the account of) the Participant.

                  (b)      The exercise and transfer restrictions in clause (a)
                           above shall not apply to:

                           (i)      transfers to the Corporation; or

                           (ii)     transfers by gift to a "family member" of
                                    the Participant, as such term is defined in
                                    SEC Rule 701 promulgated under the
                                    Securities Act; or

                           (iii)    the designation of a beneficiary to receive
                                    benefits if the Participant dies, or if the
                                    Participant has died, transfers to or
                                    exercises by the Participant's beneficiary,
                                    or in the absence of a validly designated
                                    beneficiary, transfers by will or the laws
                                    of descent and distribution; or

                           (iv)     if the Participant has suffered a
                                    disability, permitted transfers or exercises
                                    on behalf of the Participant's duly
                                    authorized legal representative.

         1.5.2.   LIMIT ON TRANSFER OF SHARES. Unless otherwise expressly
                  provided in (or pursuant to) this Section 1.5, by applicable
                  law and by the Option Agreement, Shares shall not be
                  Transferred except as provided as follows:

                  (a)      transfers by gift to a member of the Immediate Family
                           of the Participant or a trust (or estate planning
                           entity) whose sole beneficiaries (or owners, as the
                           case may be) are the Participant and/or members of
                           the Immediate Family of the Participant;

                  (b)      transfers pursuant to a pledge to secure indebtedness
                           provided that the pledgee agrees in writing that the
                           Shares subject to such Transfer shall be subject to
                           the terms hereof;

                  (c)      transfers by a Participant pursuant to the provisions
                           of Section 3.7;

                                        4

<PAGE>

                  (d)      transfers pursuant to a merger, consolidation, share
                           exchange, scheme of arrangement or other similar
                           transaction by the Corporation or pursuant to an
                           agreement to which the Corporation is a party;

                  (e)      transfers by a Participant pursuant to a public
                           offering registered under the Securities Act or
                           pursuant to Rule 144 promulgated under the Securities
                           Act; or

                  (f)      transfers pursuant to Section 3.4, Section 3.5 or
                           Section 3.6 hereof.

         1.5.3.   BINDING ON TRANSFEREES. All permitted transferees receiving
                  Options and/or Shares from a Participant pursuant to this
                  Section 1.5 shall be subject to and be bound by the terms of
                  this Plan. At the request of the Administrator, and as a
                  condition to the Administrator's consent to a permitted
                  transfer of Options and/or Shares pursuant to this Section
                  1.5, each permitted transferee shall execute a document
                  reasonably satisfactory to the Administrator, whereby such
                  permitted transferee shall agree to be subject to and be bound
                  by the terms of this Plan. Such agreement by such permitted
                  transferee to be bound by and subject to the terms of this
                  Plan shall remain in full force and effect should the
                  employment with or services by the Participant to the
                  Corporation or a Related Entity be terminated pursuant to
                  Section 2.6 hereof or otherwise.

         1.5.4.   REQUIRED APPROVAL. Notwithstanding anything else in this
                  Section 1.5. to the contrary, but subject to compliance with
                  all applicable laws, Incentive Stock Options will be subject
                  to any and all transfer restrictions under the Code applicable
                  to such Options or necessary to maintain the intended tax
                  consequences of such Options. Notwithstanding clauses (b),
                  (c), (d) and (e) of Section 1.5.2 above, but subject to
                  compliance with all applicable laws, any contemplated transfer
                  referenced in clauses (b), (c), (d) and (e) above is subject
                  to the condition precedent that such transfer be approved by
                  the Administrator in order for such transfer to be effective.
                  Notwithstanding anything else in this Section 1.5 to the
                  contrary, but subject to compliance with all applicable laws,
                  (i) consideration for transfers pursuant to this Section 1.5
                  is strictly prohibited; and (ii) subsequent transfers of
                  Non-Qualified Options transferred pursuant to this Section
                  1.5.1 shall be prohibited except (x) subsequent transfers back
                  to the Participant, and (y) transfers to other Section 1.5.1
                  permitted transferees of the Participant.

         1.5.5.   NOTICE OF PROPOSED TRANSFERS. Prior to any permitted Transfer
                  of any Shares, the Participant shall (i) except in the case of
                  death, give at least 30 days' prior written notice (a
                  "Transfer Notice") to the Corporation of such Participant's
                  intention to effect such permitted Transfer, describing the
                  manner and circumstances of the proposed permitted Transfer,
                  and (ii) if required by the Corporation, provide to the
                  Corporation an opinion reasonably satisfactory to the
                  Corporation from counsel who shall be reasonably satisfactory
                  to the Corporation (or supply such other evidence reasonably
                  satisfactory to the Corporation) that the proposed permitted
                  Transfer of such Shares may be effected without registration

                                        5

<PAGE>

                  under the Securities Act. After receipt of the Transfer Notice
                  and opinion or other material (if required), the Corporation
                  shall, within ten (10) days thereof, so notify the Participant
                  of such Shares and, subject to Section 3.6 hereof, such
                  Participant shall thereupon be entitled to Transfer such
                  Shares in accordance with the terms of the Transfer Notice.
                  Each Share issued upon such permitted Transfer shall bear the
                  restrictive legend set forth in Section 3.9.3, unless in the
                  reasonable judgment of counsel for the Corporation such legend
                  is not required in order to ensure compliance with the
                  Securities Act. The Participant giving the Transfer Notice
                  shall not be entitled to Transfer such Shares until receipt of
                  the notice from the Corporation under this Section 1.5.5.

2.       OPTIONS.

2.1      OPTION GRANTS.

         2.1.1.   APPROVAL; NUMBER OF SHARES. The Administrator may grant one or
                  more Options under this Plan to any Eligible Person. Subject
                  to the express provisions of this Plan, the Administrator will
                  determine the number of shares of Common Stock subject to each
                  Option; provided, however, that no Plan Participant shall be
                  granted Options with respect to more than 5,000,000 shares of
                  Common Stock in any calendar year, subject to adjustment as
                  contemplated by Section 3.2.

         2.1.2.   OPTION AGREEMENT. Each Option will be evidenced by an Option
                  Agreement, in substantially the form attached hereto as
                  Exhibit A, signed by the Corporation and the Participant. The
                  Option Agreement evidencing an Option shall contain the terms
                  established by the Administrator for that Option, as well as
                  any other terms, provisions, or restrictions that the
                  Administrator may impose on the Option or any shares of Common
                  Stock subject to the Option.

         2.1.3.   TYPE OF OPTIONS. The Administrator will designate each Option
                  granted under this Plan as either an Incentive Stock Option or
                  a Nonqualified Stock Option and such designation shall be set
                  forth in the applicable Option Agreement. Any Option granted
                  hereunder that is not designated as an Incentive Stock Option
                  will be deemed to be designated a Nonqualified Stock Option
                  under this Plan and not an incentive stock option under the
                  Code. Incentive Stock Options shall be subject to the
                  provisions of Section 2.4 in addition to the provisions hereof
                  applicable to Options generally.

2.2      VESTING; TERM; EXERCISE PROCEDURE.

         2.2.1.   VESTING.(1) An Option may be exercised only to the extent it
                  is vested and exercisable. Once exercisable, an Option shall
                  remain exercisable until the expiration or earlier termination
                  of the Option. Unless expressly provided otherwise by the
                  Administrator and subject to the provisions of the applicable

---------------------------------
(1)      NOTE: OPTION AGREEMENTS IN SOME CASES WILL PROVIDE FOR FIRST YEAR
         VESTING TO BE SHORTENED TO NOVEMBER 25, 2004, OR THE FIRST ANNIVERSARY
         OF DATE OF HIRE, IF LATER.

                                        6

<PAGE>

         Option Agreement, each Option shall vest and become exercisable
         according to the following schedule:

         (a)      Incentive Stock Options. Subject to continued employment as
                  provided in Section 2.6, an Incentive Stock Option awarded to
                  any employee of the Corporation or a Related Entity shall vest
                  and become exercisable as to (i) two-ninths (2/9) of the
                  shares of Common Stock subject to such Incentive Stock Option
                  on the first (1st) anniversary of the date of award of such
                  Incentive Stock Option, (ii) two-ninths (2/9) of the shares of
                  Common Stock subject to such Incentive Stock Option on the
                  second (2nd) anniversary of the date of award of such
                  Incentive Stock Option, (iii) two-ninths (2/9) of the shares
                  of Common Stock subject to such Incentive Stock Option on the
                  third (3rd) anniversary of the date of award of such Incentive
                  Stock Option, and (iv) the remaining three-ninths (3/9) of the
                  shares of Common Stock subject to such Incentive Stock Option
                  on the seventh (7th) anniversary of the date of award of such
                  Incentive Stock Option; provided, however, that
                  notwithstanding the foregoing, an Incentive Stock Option
                  granted to an Eligible Employee who is not an officer of the
                  Corporation or a Related Entity (as determined by the
                  Administrator) shall vest not less than 20% per year;

         (b)      Nonqualified Stock Options - Employees. Subject to continued
                  employment or service as provided in Section 2.6, a
                  Nonqualified Stock Option awarded to any employee of the
                  Corporation or Related Entity (including officers, directors
                  and managers of the Corporation or any Related Entity who are
                  also employees of the Corporation or any Related Entity) who
                  is regularly employed on a salaried basis and who is so
                  employed on the date of award of such Nonqualified Stock
                  Option, whom the Administrator identifies as having a direct
                  and significant effect on the financial development of the
                  Corporation or any Subsidiary, shall vest and become
                  exercisable as to (i) two-ninths (2/9) of the shares of Common
                  Stock subject to such Nonqualified Stock Option on the first
                  (1st) anniversary of the date of award of such Nonqualified
                  Stock Option, (ii) two-ninths (2/9) of the shares of Common
                  Stock subject to such Nonqualified Stock Option on the second
                  (2nd) anniversary of the date of award of such Nonqualified
                  Stock Option, (iii) two-ninths (2/9) of the shares of Common
                  Stock subject to such Nonqualified Stock Option on the third
                  (3rd) anniversary of the date of award of such Nonqualified
                  Stock Option, and (iv) the remaining three-ninths (3/9) of the
                  shares of Common Stock subject to such Nonqualified Stock
                  Option on the seventh (7th) anniversary of the date of award
                  of such Nonqualified Stock Option; provided, however, that
                  notwithstanding the foregoing, a Nonqualified Stock Option
                  granted to an Eligible Employee who is not an officer of the
                  Corporation or a Related Entity (as determined by the
                  Administrator) shall vest not less than 20% per year; and

                                        7

<PAGE>

         (c)      Nonqualified Stock Options - Non-Employees. Subject to
                  continued service as provided in Section 2.6, a Nonqualified
                  Stock Option awarded to any Other Eligible Person who is not
                  regularly employed on a salaried basis with such Corporation
                  or a Subsidiary thereof and who the Administrator determines
                  has a direct and significant effect on the financial
                  development of the Corporation or any Subsidiary shall be
                  vested and exercisable as to (i) two-ninths (2/9) of the
                  shares of Common Stock subject to such Nonqualified Stock
                  Option on the first (1st) anniversary of the date of award of
                  such Nonqualified Stock Option, (ii) two-ninths (2/9) of the
                  shares of Common Stock subject to such Nonqualified Stock
                  Option on the second (2nd) anniversary of the date of award of
                  such Nonqualified Stock Option, (iii) two-ninths (2/9) of the
                  shares of Common Stock subject to such Nonqualified Stock
                  Option on the third (3rd) anniversary of the date of award of
                  such Nonqualified Stock Option, and (iv) the remaining
                  three-ninths (3/9) of the shares of Common Stock subject to
                  such Nonqualified Stock Option on the seventh (7th)
                  anniversary of the date of award of such Nonqualified Stock
                  Option.

         As used throughout this Plan, "Time Vesting Option" means any Option
issued pursuant to this Plan and described in clauses (a)(i), (ii) or (iii) or
(b)(i), (ii) or (iii) or (c)(i), (ii) or (iii) of this Section 2.2.1.

         As used throughout this Plan, "Performance Vesting Option" means any
Option issued pursuant to this Plan and described in clauses (a)(iv) or (b)(iv)
or (c)(iv) of this Section 2.2.1.

         2.2.2.   TERM. Each Option shall expire not more than 10 years after
                  its date of grant. Each Option will be subject to earlier
                  termination as provided in or pursuant to Sections 2.6 or 3.2.

         2.2.3.   EXERCISE PROCEDURE. Any exercisable Option will be deemed to
                  be exercised when the Corporation receives each of (a) written
                  notice of such exercise from the Participant (on a form and in
                  such manner as may be required by the Administrator) and (b)
                  any and all required payments made in accordance with Section
                  2.3.2 and Section 3.10, (c) any written statement required
                  pursuant to Section 3.9, and (d) any other document that the
                  Administrator deems necessary or desirable.

         2.2.4.   FRACTIONAL SHARES/MINIMUM ISSUE. Fractional share interests
                  will be disregarded. The Administrator, however, may determine
                  that cash, other securities, or other property will be paid or
                  transferred in lieu of any fractional share interests. No
                  fewer than 100 shares may be purchased on exercise of any
                  Option at one time unless the number purchased is the total
                  number at the time available for purchase under the Option.

2.3      OPTION PRICE.

                                        8

<PAGE>

         2.3.1.   PRICING LIMITS. Subject to the following provisions of this
                  Section 2.3.1, the Administrator will determine the purchase
                  price per share of the Common Stock covered by each Option
                  (the "exercise price" of the Option) at the time of the grant
                  of the Option, which purchase price will be set forth in the
                  applicable Option Agreement. In no case will the exercise
                  price of an Option be less than the greater of:

                  (a)      in the case of a Nonqualified Stock Option and
                           subject to clause (c) below, 85% of the Fair Market
                           Value of the Common Stock on the date of grant;

                  (b)      in the case of an Incentive Stock Option and subject
                           to clause (c) below, 100% of the Fair Market Value of
                           the Common Stock on the date of grant; or

                  (c)      in the case of an Option (incentive or nonqualified)
                           granted to a Participant described in Section 2.5,
                           110% of the Fair Market Value of the Common Stock on
                           the date of grant.

         2.3.2.   PAYMENT PROVISIONS. The Corporation will not be obligated to
                  deliver certificates for the shares of Common Stock to be
                  purchased on exercise of an Option unless and until it
                  receives full payment of the exercise price therefor, all
                  related withholding obligations under Section 3.10 have been
                  satisfied, and all other conditions to the exercise of the
                  Option set forth herein or in the Option Agreement have been
                  satisfied. The purchase price of any shares of Common Stock
                  purchased on exercise of an Option must be paid in full at the
                  time of each purchase in one or a combination of the following
                  methods:

                  (a)      in cash or by electronic funds transfer;

                  (b)      by personal, certified or cashier's check payable to
                           the order of the Corporation; or

                  (c)      by the delivery of shares of Common Stock already
                           owned by the Participant; provided that the
                           Administrator may, in its absolute discretion, limit
                           the Participant's ability to exercise an Option by
                           delivering previously owned shares, and any shares of
                           Common Stock delivered that were initially acquired
                           from the Corporation upon exercise of a stock option
                           or otherwise must have been owned by the Participant
                           at least 6 months as of the date of delivery.

                  Shares of Common Stock used to satisfy the exercise price of
                  an Option will be valued at their Fair Market Value on the day
                  preceding the date of the exercise of the Option.

2.4      LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS.

         2.4.1.   $100,000 LIMIT. To the extent that the aggregate Fair Market
                  Value of stock with respect to which Incentive Stock Options
                  first become exercisable by a Participant

                                        9

<PAGE>

                  in any calendar year exceeds $100,000, taking into account
                  both Common Stock subject to Incentive Stock Options under
                  this Plan and stock subject to Incentive Stock Options under
                  all other plans of the Corporation or a Related Entity, such
                  options will be treated as Nonqualified Stock Options. For
                  this purpose, the Fair Market Value of the stock subject to
                  options will be determined as of the date the options were
                  awarded. In reducing the number of options treated as
                  Incentive Stock Options to meet the $100,000 limit, the most
                  recently granted Options will be reduced (recharacterized as
                  Nonqualified Stock Options) first. To the extent a reduction
                  of simultaneously granted options is necessary to meet the
                  $100,000 limit, the Administrator may, in the manner and to
                  the extent permitted by law, designate which shares of Common
                  Stock are to be treated as shares acquired pursuant to the
                  exercise of an Incentive Stock Option.

         2.4.2.   OTHER CODE LIMITS. Incentive Stock Options may only be granted
                  to employees of the Corporation or a Related Entity that
                  satisfy the eligibility requirements of the Code. Any Option
                  Agreement relating to Incentive Stock Options will contain or
                  shall be deemed to contain such other terms and conditions as
                  from time to time are required in order that the Option be an
                  "incentive stock option" as that term is defined in Section
                  422 of the Code.

         2.4.3.   ISO NOTICE OF SALE REQUIREMENT. Any Participant who exercises
                  an Incentive Stock Option shall give prompt written notice to
                  the Corporation of any sale or other transfer of the shares of
                  Common Stock acquired on such exercise if the sale or other
                  transfer occurs (a) within one year after the exercise date of
                  the Option, or (b) two years after the grant date of the
                  Option.

2.5      LIMITS ON 10% HOLDERS. No Option may be granted to any person who, at
         the time the Option is granted, owns (or is deemed to own under Section
         424(d) of the Code) shares of outstanding stock of the Corporation (or
         a parent or subsidiary of the Corporation) possessing more than 10% of
         the total combined voting power of all classes of stock of the
         Corporation (or a parent or subsidiary of the Corporation), unless the
         exercise price of such Option is at least 110% of the Fair Market Value
         of the stock subject to the Option and, in the case of an Incentive
         Stock Option granted to such a person, such Option by its terms is not
         exercisable after the expiration of five years from the date such
         Option is granted.

2.6      EFFECTS OF TERMINATION OF EMPLOYMENT; TERMINATION OF SUBSIDIARY STATUS;
         DISCRETIONARY PROVISIONS.

         2.6.1.   DISMISSAL FOR CAUSE. Unless otherwise provided in the Option
                  Agreement and subject to earlier termination pursuant to or as
                  contemplated by Section 2.2.2 or 3.2, if a Participant's
                  employment with, retention of services by, or directorship of,
                  as applicable, the Corporation or a Related Entity is
                  terminated for Cause, the Participant's Option (regardless of
                  whether such Option has been transferred pursuant to Section
                  1.5) will terminate immediately, whether or not the Option is
                  then vested and/or exercisable, and the Participant (and any
                  such transferee

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<PAGE>

                  pursuant to Section 1.5), shall immediately forfeit all rights
                  under such Option, except as to shares of stock already
                  purchased thereunder.

         2.6.2.   DISABILITY. If a Participant's employment with, retention of
                  services by or directorship of, as applicable, the Corporation
                  or a Related Entity terminates because of his Disability, such
                  Participant, his Personal Representative or any permitted
                  transferee of such Participant pursuant to Section 1.5 hereof,
                  shall have the right to exercise the Option, to the extent
                  vested and exercisable on such termination date, in accordance
                  with its terms at any time and from time to time within one
                  (1) year after the date of such termination unless a shorter
                  or longer period is expressly provided in such Option
                  Agreement (or other contract as agreed to between the
                  Corporation or a Subsidiary and the Participant) or
                  established by the Administrator pursuant to Section 3.2.2,
                  but in no event less than six (6) months after the date of
                  such termination or after the expiration date of the Option;
                  provided, however, that in the case of an Incentive Stock
                  Option, the Participant or his legal representative shall have
                  no more than one (1) year after such termination of the
                  Participant's employment to exercise such Option, to the
                  extent it was vested and exercisable upon such termination
                  date. The Option, to the extent not vested and exercisable
                  upon the Participant's termination date, shall terminate upon
                  such termination date and no further vesting shall occur
                  thereafter with regard to any portion of the Option.

         2.6.3.   DEATH. If a Participant's employment with, retention of
                  services by, or directorship of, as applicable, the
                  Corporation or a Related Entity terminates due to the death of
                  such Participant, the Participant's Beneficiary or any
                  permitted transferee of such Participant pursuant to Section
                  1.5 hereof, shall have the right to exercise the Option to the
                  extent vested and exercisable on the date of such
                  Participant's death, in accordance with its terms at any time
                  and from time to time within one (1) year after the date of
                  such Participant's death unless a shorter or longer period is
                  expressly provided in such Option Agreement (or other contract
                  as agreed to between the Corporation or a Subsidiary and the
                  Participant) or established by the Administrator pursuant to
                  Section 3.2.2, but in no event less than six (6) months after
                  the date of such termination or after the expiration date of
                  the Option. The Option, to the extent not vested and
                  exercisable upon the Participant's termination date, shall
                  terminate upon such termination date and no further vesting
                  shall occur thereafter with regard to any portion of the
                  Option.

         2.6.4.   OTHER TERMINATION OF EMPLOYMENT: If a Participant's employment
                  with, retention of services by, or directorship of, as
                  applicable, the Corporation or a Related Entity terminates for
                  any reason other than those specified in Sections 2.6.1, 2.6.2
                  or 2.6.3 above, such Participant, or any permitted transferee
                  of such Participant pursuant to Section 1.5 hereof, shall have
                  the right to exercise the Option to the extent vested and
                  exercisable on such termination date, in accordance with its
                  terms, within 90 days after the date of such termination,
                  unless a shorter or longer period is expressly provided in
                  such Option Agreement (or other contract as agreed to between
                  the Corporation or a Subsidiary and the Participant) or
                  established by the Administrator pursuant to Section 3.2.2
                  (but in

                                       11

<PAGE>

                  no event less than thirty (30) days after the date of such
                  termination or after the expiration date of the Option);
                  provided, however, that in the case of an Incentive Stock
                  Option, the Participant shall have no more than three (3)
                  months after the termination of the Participant's employment
                  to exercise such Option, to the extent it was vested and
                  exercisable upon such termination date. The Option, to the
                  extent not vested and exercisable upon the Participant's
                  termination date, shall terminate upon such termination date
                  and no further vesting shall occur thereafter with regard to
                  any portion of the Option.

         2.6.5.   EVENTS NOT DEEMED A TERMINATION OF EMPLOYMENT. Unless the
                  Corporation or a Related Entity policy or the Administrator
                  otherwise provides, a Participant's employment or service
                  relationship with the Corporation or Related Entity shall not
                  be considered terminated solely due to any sick leave,
                  military leave, or any other leave of absence authorized by
                  the Corporation, Related Entity or the Administrator; provided
                  that, unless reemployment upon the expiration of such leave is
                  guaranteed by contract or law, such leave is for a period of
                  not more than 90 days. In the case of any Participant on an
                  approved leave of absence, continued vesting of the Option
                  while on leave from the employ of or service with the
                  Corporation or Related Entity will be suspended until the
                  Participant returns to service, unless the Administrator
                  otherwise provides or applicable law otherwise requires. In no
                  event shall an Option be exercised after the expiration of the
                  term of the Option set forth in the Option Agreement.

         2.6.6.   EFFECT OF CHANGE OF ENTITY STATUS. For purposes of this Plan
                  and any Option, if an entity ceases to be a Related Entity, a
                  termination of employment or service will be deemed to have
                  occurred with respect to each Eligible Person in respect of
                  such Subsidiary who does not continue as an Eligible Person in
                  respect of another entity within the Corporation or Related
                  Entity.

         2.6.7.   ADMINISTRATOR DISCRETION. Notwithstanding the foregoing
                  provisions of this Section 2.6, in the event of, or in
                  anticipation of, a termination of employment or service with
                  the Corporation or Related Entity for any reason, other than a
                  discharge for Cause, the Administrator may accelerate the
                  vesting and exercisability of all or a portion of the
                  Participant's Option, and/or, subject to the provisions of
                  Sections 2.2.2 and 3.2, extend the exercisability period of
                  the Participant's Option upon such terms as the Administrator
                  determines and expressly sets forth in or by amendment to the
                  Option Agreement.

         2.6.8.   TERMINATION OF CONSULTING OR AFFILIATE SERVICES. If the
                  Participant is not an Eligible Employee or a director of the
                  Corporation, and provides services as an Other Eligible
                  Person, the Administrator shall be the sole judge of whether
                  the Participant continues to render services to the
                  Corporation or Related Entity, unless a written contract or
                  the Option Agreement otherwise provides. If, in these
                  circumstances, the Corporation or Related Entity notifies the
                  Participant in writing that a termination of the Participant's
                  services to the Corporation or Related Entity has occurred for
                  purposes of this Plan, then (unless the contract or the Option
                  Agreement otherwise expressly provides), the Participant's

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<PAGE>

                  termination of services with the Corporation or Related Entity
                  for purposes of this Plan shall be the date which is 10 days
                  after the Corporation's or Related Entity's mailing of the
                  notice or, in the case of a termination for Cause, the date of
                  the mailing of the notice.

2.7      OPTION REPRICING/CANCELLATION AND REGRANT/WAIVER OF RESTRICTIONS.
         Subject to Section 1.4 and Section 3.11 and the specific limitations on
         Options contained in this Plan, the Administrator from time to time may
         authorize, generally or in specific cases only, for the benefit of any
         Eligible Person, any adjustment in the exercise price, the vesting
         schedule, the number of shares subject to, or the term of, an Option
         granted under this Plan by cancellation of an outstanding Option held
         by such Eligible Person and a subsequent regranting of the Option, by
         amendment, by substitution of an outstanding Option, by waiver or by
         other legally valid means. Such amendment or other action may result
         in, among other changes, an exercise price that is higher or lower than
         the exercise price of the original or prior Option, provide for a
         greater or lesser number of shares of Common Stock subject to the
         Option, or provide for a longer or shorter vesting or exercise period.

2.8      OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER
         CORPORATIONS. Options may be granted to Eligible Persons under this
         Plan in substitution for employee stock options granted by other
         entities, in connection with a distribution, merger or reorganization
         by or with the granting entity or an affiliated entity, or the
         acquisition by the Corporation or Related Entity, directly or
         indirectly, of all or a substantial part of the stock or assets of the
         employing entity.

3.       OTHER PROVISIONS.

3.1      RIGHTS OF ELIGIBLE PERSONS, PARTICIPANTS AND BENEFICIARIES.

         3.1.1.   EMPLOYMENT STATUS. Status as an Eligible Person will not be
                  construed as a commitment that any Option will be granted
                  under this Plan to an Eligible Person or to Eligible Persons
                  generally.

         3.1.2.   NO EMPLOYMENT/SERVICE CONTRACT. Nothing contained in this Plan
                  (or in any other documents under this Plan or related to any
                  Option) shall confer upon any Eligible Person or Participant
                  any right to continue in the employ or other service of the
                  Corporation or Related Entity, constitute any contract or
                  agreement of employment or other service or affect an
                  employee's status as an employee at will, nor shall interfere
                  in any way with the right of the Corporation or Related Entity
                  to change such person's compensation or other benefits, or to
                  terminate his or her employment or other service, with or
                  without cause at any time. Nothing in this Section 3.1.2, or
                  in Section 3.2.2 or 3.18, however, is intended to adversely
                  affect any express independent right of such person under a
                  separate employment or service contract. An Option Agreement
                  shall not constitute a contract of employment or service.

                                       13

<PAGE>

         3.1.3.   PLAN NOT FUNDED. Amounts payable in respect of Options granted
                  under this Plan will be payable in shares of Common Stock or
                  from the general assets of the Corporation, and (except as
                  provided in Section 1.4.3) no special or separate reserve,
                  fund or deposit will be made to assure payment of such
                  Options. No Participant, Beneficiary or other person will have
                  any right, title or interest in any fund or in any specific
                  asset (including shares of Common Stock) of the Corporation or
                  Related Entity by reason of any Option hereunder. Neither the
                  provisions of this Plan (or of any related documents), nor the
                  creation or adoption of this Plan, nor any action taken
                  pursuant to the provisions of this Plan will create, or be
                  construed to create, a trust of any kind or a fiduciary
                  relationship between the Corporation or Related Entity and any
                  Participant, Beneficiary or other person. To the extent that a
                  Participant, Beneficiary or other person acquires a right to
                  receive payment pursuant to any Option hereunder, such right
                  will be no greater than the right of any unsecured general
                  creditor of the Corporation or Related Entity.

         3.1.4.   CHARTER DOCUMENTS. The Articles of Incorporation and By-Laws
                  of the Corporation, as either of them may lawfully be amended
                  from time to time, may provide for additional restrictions and
                  limitations with respect to the Common Stock (including
                  additional restrictions and limitations on the voting or
                  transfer of Common Stock) or priorities, rights and
                  preferences as to securities and interests prior in rights to
                  the Common Stock. To the extent that these restrictions and
                  limitations are greater than those set forth in this Plan or
                  any Option Agreement, such restrictions and limitations shall
                  apply to any shares of Common Stock acquired pursuant to the
                  exercise of Options and are incorporated herein by this
                  reference.

3.2      ADJUSTMENTS; ACCELERATION.

         3.2.1.   ADJUSTMENTS. Upon or in contemplation of any reclassification,
                  recapitalization, stock split (including a stock split in the
                  form of a stock dividend) or reverse stock split; any merger,
                  combination, consolidation or other reorganization; any
                  split-up; spin-off, or similar extraordinary dividend
                  distribution ("spin-off") in respect of the Common Stock
                  (whether in the form of securities or property); any exchange
                  of Common Stock or other securities of the Corporation, or any
                  similar, unusual or extraordinary corporate transaction in
                  respect of the Common Stock; or a sale of substantially all
                  the assets of the Corporation as an entirety ("asset sale");
                  then the Administrator shall, in such manner, to such extent
                  (if any) and at such time as it deems appropriate and
                  equitable in the circumstances:

                  (a)      proportionately adjust any or all of (1) the number
                           of shares of Common Stock or the number and type of
                           other securities that thereafter may be made the
                           subject of Options (including the specific maxima and
                           numbers of shares set forth elsewhere in this Plan),
                           (2) the number, amount and type of shares of Common
                           Stock (or other securities or property) subject to
                           any or all outstanding Options, (3) the grant,
                           purchase, or exercise price of any or all outstanding
                           Options, or (4) the securities, cash or other

                                       14

<PAGE>

                           property deliverable upon exercise or vesting of any
                           outstanding Options, or

                  (b)      make provision for a settlement by a cash payment or
                           for the substitution or exchange of any or all
                           outstanding Options for cash, securities or other
                           property (or for other awards) based upon the
                           distribution or consideration payable to holders of
                           the Common Stock upon or in respect of such event.

                  The Administrator may adopt such valuation methodologies for
                  outstanding Options as it deems reasonable in the event of a
                  cash, securities or other property settlement. In the case of
                  Options, but without limitation on other methodologies, the
                  Administrator may base such settlement solely upon the excess
                  (if any) of the amount payable upon or in respect of such
                  event over the exercise price of the Option to the extent of
                  the then vested and exercisable shares subject to the Option.

                  The Administrator may make adjustments to and/or accelerate
                  the exercisability of Options in a manner that disqualifies
                  the Options as Incentive Stock Options without the written
                  consent of the Option holders affected thereby.

                  In any of such events, the Administrator may take such action
                  prior to such event to the extent that the Administrator deems
                  the action necessary to permit the Participant to realize the
                  benefits intended to be conveyed with respect to the
                  underlying shares in the same manner as is or will be
                  available to stockholders generally.

         3.2.2.   ACCELERATION OF OPTIONS UNDER CERTAIN CIRCUMSTANCES.

                  (a)      Time Vesting Option Acceleration. Subject to Sections
                           3.2.3 through 3.2.5 and the applicable Option
                           Agreement, upon (or, as may be necessary to
                           effectuate the purposes of this acceleration,
                           immediately prior to) the consummation of a Liquidity
                           Event, each Time Vesting Option will become
                           immediately vested and exercisable; provided,
                           however, that the Administrator reserves the right,
                           prior to a Liquidity Event, to determine that certain
                           or all benefits under any or all Time Vesting Options
                           will not accelerate and/or establish a different time
                           in respect of such event for such acceleration.

                  (b)      Determination of IRR; Acceleration of Performance
                           Vesting Options.

                           (i)      Unless the vesting of Performance Vesting
                                    Options shall be accelerated in the sole
                                    discretion of the Administrator, the vesting
                                    of the Performance Vesting Options shall
                                    accelerate and the Performance Vesting
                                    Options shall become exercisable as provided
                                    in this Section 3.2.2(b). On the date of a
                                    Liquidity Event, or as promptly thereafter
                                    as practicable, the Administrator shall
                                    determine in good faith the IRR on the
                                    Common Stock in accordance with the
                                    following:

                                       15

<PAGE>

                                    (A)      if the Liquidity Event is a Sale of
                                             the Corporation structured as a
                                             sale of equity interests, then the
                                             IRR on the Common Stock shall be
                                             determined on the basis of the Net
                                             Proceeds actually received by the
                                             holders of the Common Stock in such
                                             sale of equity interests;

                                    (B)      if the Liquidity Event is a Sale of
                                             the Corporation structured as a
                                             sale of assets, then the IRR shall
                                             be determined on the basis of the
                                             pro forma Net Proceeds which would
                                             be distributed to the holders of
                                             the Common Stock if the
                                             Corporation, as applicable, was
                                             liquidated immediately following
                                             the consummation of such asset
                                             sale; and

                                    (C)      if the Liquidity Event is a
                                             Qualified Market Cap, then the IRR
                                             on the Common Stock shall be
                                             determined as if the amount
                                             determined under clause (ii) of the
                                             definition of Net Proceeds was
                                             distributed to the holders of
                                             Common Stock of the Corporation.

                           All decisions by the Administrator with respect to
                           any determination of IRR shall be final and binding
                           on all such Participants.

                           (ii)     Subject to Section 3.2.2(b)(iii) below, on
                                    the date of a Liquidity Event, the
                                    Administrator shall determine whether the
                                    Target IRR has been achieved for the date on
                                    which such Liquidity Event occurs (after
                                    giving effect to all shares of Common Stock
                                    issuable pursuant to Time Vesting Options
                                    which have vested in accordance with any
                                    Option Agreement).

                                    If the Administrator determines that the
                                    Target IRR has been achieved upon (or, as
                                    may be necessary to effectuate the purposes
                                    of this acceleration, immediately prior to)
                                    the consummation of a Liquidity Event, all
                                    Performance Vesting Options under Option
                                    Agreements entered into by the Corporation
                                    prior to the Liquidity Event which can be
                                    vested without reducing the IRR in
                                    connection with the Liquidity Event below
                                    the Target IRR shall immediately become
                                    vested Options (it being understood that
                                    such vesting shall be allocated on a pro
                                    rata basis among all Option Agreements based
                                    on the number of Performance Vesting Options
                                    subject to each Option Agreement); provided,
                                    however, that the Administrator reserves the
                                    right, prior to a Liquidity Event, to
                                    determine that certain or all benefits under
                                    any or all Performance Vesting Options will
                                    not accelerate and/or establish a different
                                    time in respect of such event for such
                                    acceleration.

                                       16

<PAGE>

                                    If the Net Proceeds per share of Common
                                    Stock are less than the Target IRR for the
                                    date on which such Liquidity Event occurs,
                                    no acceleration of the vesting of
                                    Performance Vesting Options shall occur and
                                    all Performance Vesting Options shall
                                    automatically terminate.

                           (iii)    All Performance Vesting Options that vest
                                    pursuant to this Section 3.2.2(b) shall
                                    remain exercisable, subject to Section 3.5
                                    and other applicable provisions of this
                                    Plan, until the expiration of the applicable
                                    Option term. Anything contained in this
                                    Section 3.2.2(b) to the contrary
                                    notwithstanding, with respect to each
                                    Participant holding Performance Vesting
                                    Options, no unvested Performance Vesting
                                    Options shall vest and become exercisable
                                    pursuant to this Section 3.2.2(b) at any
                                    time after the termination of such
                                    Participant's employment with, retention of
                                    services by, or directorship of, as
                                    applicable, the Corporation or a Related
                                    Entity.

                  (c)      Administrator Discretion. The Administrator may
                           override the limitations on acceleration in this
                           Section 3.2.2 by express provision in the Option
                           Agreement and may accord any Eligible Person a right
                           to refuse any acceleration, whether pursuant to the
                           Option Agreement or otherwise, in such circumstances
                           as the Administrator may approve. Any acceleration of
                           Options will comply with applicable legal
                           requirements and, if necessary to accomplish the
                           purposes of the acceleration or if the circumstances
                           otherwise require, may be deemed by the Administrator
                           to occur (subject to Sections 3.2.4 through 3.2.5)
                           not more than 30 days before or only upon the
                           consummation of the event. Any acceleration of an
                           Incentive Stock Option may disqualify the Option as
                           an Incentive Stock Option and does not require the
                           written consent of the holder of the Option, whether
                           or not the holder is adversely affected thereby.

         3.2.3.   POSSIBLE EARLY TERMINATION OF ACCELERATED OPTIONS. Without any
                  limitation on the Administrator's authority under Section
                  3.2.1, if the vesting of any Option under this Plan has been
                  fully accelerated as required or permitted by Section 3.2.2
                  (or would have been fully accelerated but for Section 3.2.5)
                  but is not exercised prior to (a) a dissolution of the
                  Corporation, (b) an event described in Section 3.2.1 that the
                  Corporation does not survive, or (c) the consummation of a
                  Sale of the Corporation, the Option shall terminate, subject
                  to any provision that has been expressly made by the Board or
                  the Administrator for the survival, substitution, assumption,
                  exchange or other settlement of the Option.

         3.2.4.   POSSIBLE RESCISSION OF ACCELERATION. If the vesting of an
                  Option has been accelerated in anticipation of an event or
                  upon stockholder approval of an event and such event does not
                  occur in the timeframe anticipated by the Administrator or the
                  Board, the Administrator or the Board may rescind the effect
                  of the acceleration as to any then outstanding and unexercised
                  or otherwise unvested Options.

                                       17

<PAGE>

         3.2.5.   GOLDEN PARACHUTE LIMITATIONS. Unless otherwise specified in an
                  Option Agreement or otherwise authorized by the Board in the
                  specific case, no vesting of an Option will be accelerated or
                  grant of an Option shall be made under this Plan to an extent
                  or in a manner that would result in payments that are not
                  fully deductible by the Corporation or Related Entity, as
                  applicable, for federal income tax purposes because of Section
                  280G of the Code. If a Participant would be entitled to
                  benefits or payments hereunder and under any other plan or
                  program that would constitute "parachute payments" as defined
                  in Section 280G of the Code, then the Participant may by
                  written notice to the Corporation designate the order in which
                  such parachute payments will be reduced or modified so that
                  the Corporation or Related Entity, as applicable, is not
                  denied any federal income tax deductions for any "parachute
                  payments" because of Section 280G of the Code.

3.3      LOCK-UP AGREEMENT.

         Neither the Participant nor any permitted transferee may offer or
Transfer (or agree to offer or Transfer) Shares during the period commencing as
of 14 days prior to and ending one year, or such lesser period of time as the
relevant underwriters and the Board may agree (it being intended that the length
of each period reflect market practice at the time the length of such period is
determined), after the effective date of a registration statement covering any
public offering of the Corporation's securities of which the Participant has
notice. (The term "Participant" includes, where the context so requires, any
permitted direct or indirect transferee of the Participant.) The Participant
shall agree and consent to the entry of stop transfer instructions with the
Corporation's transfer agent against the Transfer of the Corporation's
securities beneficially owned by the Participant and shall conform the
limitations hereunder and under the Participant's exercise agreement by
agreement with and for the benefit of the relevant underwriters by a lock-up
agreement or other agreement in customary form. Notwithstanding anything else
herein to the contrary, this Section 3.3 shall not be construed so as to
prohibit the Participant from participating in a registration or a public
offering of the Common Stock with respect to any shares which he or she may hold
at that time; provided, however, that such participation shall be at the sole
discretion of the Board.

3.4      CALL RIGHT.

         3.4.1.   CALL RIGHT. Subject to the terms and conditions of this
                  Section 3.4, the Corporation shall have the right (the "CALL
                  RIGHT") (but not the obligation) to repurchase in one or more
                  transactions in connection with the Participant's termination
                  of employment, services agreement (whether written or oral) or
                  directorship for any reason at any time, and the Participant
                  (or any permitted transferee) shall be obligated to sell all
                  or any portion (at the Corporation's option) any of the Shares
                  to the Corporation (and/or its designees), at the Repurchase
                  Price. To exercise the Call Right, the Corporation must give
                  written notice thereof to the Participant (the "CALL NOTICE")
                  within 90 days from the date of termination of the
                  Participant's employment or service (or within 90 days of the
                  exercise of the Option in the case of Shares acquired upon
                  exercise of an Option after the date of termination). The Call
                  Notice is irrevocable by the Corporation and shall (a) be in
                  writing and signed by an authorized officer of the

                                       18

<PAGE>

                  Corporation, (b) set forth the Corporation's intent to
                  exercise the Call Right and state the total number of Shares
                  to be sold to the Corporation pursuant to the Call Right and
                  the Repurchase Price, and (c) be mailed or delivered in
                  accordance with the notice provisions of the Option Agreement.
                  Notwithstanding anything to the contrary contained herein,
                  repurchases pursuant to the Call Right may only be consummated
                  with respect to Shares owned by the Participant for at least
                  six months after the date the Shares were acquired on exercise
                  of the Option.

         3.4.2.   REPURCHASE PRICE. The price per Share to be paid by the
                  Corporation upon settlement of the Corporation's Call Right
                  (the "REPURCHASE PRICE") shall (i) in the case of a
                  termination (A) for Cause at any time or (B) due to the
                  Participant's voluntary resignation for any reason on or prior
                  to the fifteenth (15th) anniversary of the applicable Option
                  grant, equal the price paid per Share by the Participant, and
                  (ii) in the case of a termination (I) without Cause at any
                  time, (II) due to the Participant's death or Disability at any
                  time or (III) the Participant's voluntary resignation for any
                  reason following the fifteenth (15th) anniversary of the
                  applicable Option grant, equal the Fair Market Value of a
                  Share determined as of the date of the Call Notice.
                  Notwithstanding the foregoing, the Repurchase Price for Shares
                  held by a Participant who is a non-officer employee of the
                  Corporation or a Related Entity (as determined by the
                  Administrator) shall be the Fair Market Value of such Shares.

         3.4.3.   CLOSING. The purchase price shall be paid by the Corporation
                  (or, if applicable, its designee) in cash (by wire transfer of
                  immediately available funds or by check). The closing of such
                  purchase shall be on a date to be specified by the
                  Corporation, such date to be no later than 30 days after the
                  date of the Call Notice. At such closing, the Participant
                  shall deliver to the Corporation, free and clear of all Liens,
                  the certificates or instruments evidencing the Shares being
                  purchased, duly endorsed (or accompanied by duly executed
                  stock powers) and otherwise in good form for delivery, against
                  payment of the purchase price by the Corporation (or, if
                  applicable, its designee). No adjustments (other than pursuant
                  to Section 3.2 of this Plan) shall be made to the purchase
                  price for fluctuations in the Fair Market Value of the Common
                  Stock after the date of the Call Notice.

         3.4.4.   ASSIGNMENT. Notwithstanding anything to the contrary, the
                  Corporation may assign any or all of its rights under this
                  Section 3.4 to one or more stockholders of the Corporation.

         3.4.5.   TERMINATION OF CALL RIGHT. The Corporation's Call Right shall
                  terminate to the extent that it is not exercised prior to the
                  Public Offering Date.

3.5      SALE OF THE CORPORATION.

         3.5.1.   Except as otherwise expressly provided in a particular Option
                  Agreement, if a Sale of the Corporation is proposed to be
                  effected, then the Corporation (and/or its designees) shall
                  have the right (but not the obligation) to purchase (the
                  "PURCHASE OPTION") (A) any or all Options for an amount of
                  consideration equal to the

                                       19

<PAGE>

                  amount that could have been attained upon the exercise of the
                  Options which are exercisable at such time (or made
                  exercisable pursuant to Sections 3.2.2 or 3.2.3 hereof) and
                  the sale of such Shares pursuant to clause (B) below, less the
                  exercise price, and less the Holdback Amount, if any, and/or
                  (B) any or all Shares for an amount of consideration equal to
                  the product of (x) the fair market value per share as
                  determined by the Administrator based on the consideration
                  received in the Sale of the Corporation (with consideration
                  given to the structure and terms and conditions of the
                  transaction, including any escrows or indemnities) (less the
                  Holdback Amount, if any), and (y) the number of Shares which
                  are being purchased.

         3.5.2.   The Corporation (or, if applicable, its designee) shall give
                  notice in writing to the Participant (or any permitted
                  transferee) of the exercise of the Purchase Option at least 10
                  days prior to the proposed date of consummation of the Sale of
                  the Corporation (the "PURCHASE OPTION NOTICE"). The Purchase
                  Option Notice shall state the number of Options and/or Shares
                  to be purchased and the estimated Purchase Option price as set
                  forth in 3.5.1 above.

         3.5.3.   At least five (5) days prior to the consummation of the Sale
                  of the Corporation, the Participant (or any permitted
                  transferee) shall deliver to the Corporation free and clear of
                  all Liens the certificate duly endorsed (or accompanied by
                  duly executed stock powers) or instrument, as applicable,
                  representing the Option or Shares subject to the Purchase
                  Option. Within five (5) business days after the consummation
                  of the Sale of the Corporation, the Purchase Option price (net
                  of the Holdback Amount, if any, shall be paid by the
                  Corporation (or, if applicable, its designee) to the
                  Participant for the Options and/or Shares; provided, that with
                  respect to such Options and/or Shares, the Holdback Amount, if
                  any, shall be paid to the Participant in accordance with the
                  terms and conditions of the Transaction Documents.

         3.5.4.   The Corporation and the Participant (or any permitted
                  transferee) will promptly perform, whether before or after any
                  such closing, such additional acts (including, without
                  limitation, executing and delivering additional documents) as
                  are reasonably required by either such party to effect more
                  fully the transactions contemplated by this Section 3.5.

         3.5.5.   The Corporation's Purchase Option shall terminate to the
                  extent that it is not exercised prior to the Public Offering
                  Date.

3.6      DRAG-ALONG RIGHTS.

         3.6.1.   APPLICABILITY. In connection with any Transfer to any
                  non-Affiliate by CEH (the "SELLING STOCKHOLDER") of the shares
                  of Common Stock representing more than 50% of the Common Stock
                  then held by CEH (a "SIGNIFICANT SALE"), the Selling
                  Stockholder shall provide written notice to each Participant
                  (or any permitted transferee) (each, a "CO-SELLER") in
                  accordance with Section 3.6.3. Each Co-Seller shall consent to
                  (if such consent is required) and raise no objections

                                       20

<PAGE>

                  against the Significant Sale, and if the Significant Sale is
                  structured as (i) a merger or consolidation of the
                  Corporation, or a sale of all or substantially all of the
                  Corporation's assets, each Co-Seller shall agree to, and
                  hereby agrees to, waive any dissenters' rights, appraisal
                  rights or similar rights in connection with such merger,
                  consolidation or asset sale, or (ii) a sale of shares, each
                  Co-Seller shall agree to, and hereby agrees to, sell a pro
                  rata percentage (equal to the percentage of shares proposed to
                  be sold by the Selling Stockholder relative to the aggregate
                  number of Shares acquired or subject to Options outstanding
                  that are exercisable (or made exercisable pursuant to Section
                  3.2.2 hereof) by the optionee) of their Shares on the terms
                  and conditions approved by the Selling Stockholder and in each
                  such instance shall agree, and hereby agrees, to waive any
                  claims any Co-Seller may have against the Board and the
                  constituents of the Selling Stockholder in connection with the
                  Significant Sale. The Co-Sellers shall take all necessary and
                  desirable actions in connection with the consummation of the
                  Significant Sale, including obtaining the consent of the
                  Board, if necessary, to the Significant Sale and the execution
                  of such agreements and such instruments and other actions
                  reasonably necessary to provide customary representations,
                  warranties, indemnities, and escrow arrangements relating to
                  such Significant Sale.

         3.6.2.   CONDITIONS. The obligations of the Co-Sellers pursuant to this
                  Section 3.6.2 are also subject to the satisfaction of the
                  following conditions:

                  (a)      if any holders of a class are given an option as to
                           the form and amount of consideration to be received,
                           all holders of such class shall be given the same
                           option;

                  (b)      neither the Selling Stockholder nor the Co-Sellers
                           shall be obligated to (i) make any out-of-pocket
                           expenditure prior to the consummation of the
                           Significant Sale (excluding modest expenditures for
                           postage, copies, etc.) and (ii) pay any portion (or
                           shall be entitled to be reimbursed by the Corporation
                           for that portion paid) that is more than its pro rata
                           share (based upon the amount of consideration
                           received) of reasonable expenses incurred in
                           connection with a consummated Significant Sale, to
                           the extent such costs are incurred for the benefit of
                           all holders of shares of Common Stock and are not
                           otherwise paid by the Corporation or the acquiring
                           party (costs incurred by or on behalf of a holder of
                           shares of Common Stock for its sole benefit will not
                           be considered costs of the transaction hereunder),
                           provided, that a Co-Seller's liability for such
                           expenses shall not exceed the total consideration
                           received by such Co-Seller for its shares of Common
                           Stock; and

                  (c)      neither the Selling Stockholder nor the Co-Sellers
                           shall be required to provide any representations,
                           warranties or indemnities in connection with the
                           Significant Sale, other than those contemplated by
                           Section 3.6 and those representations, warranties and
                           indemnities concerning each seller's valid ownership
                           of Shares, free and clear of all Liens, claims and
                           other

                                       21

<PAGE>

                           encumbrances (other than those arising under
                           applicable securities laws and those attributable to
                           actions by the purchasers thereof), and each seller's
                           authority, power, and right to enter into and
                           consummate such purchase, merger, exchange or other
                           agreement without violating any other agreement. Any
                           indemnity required to be provided by the Selling
                           Stockholder and each Co-Seller shall be several and
                           not joint.

         3.6.3.   NOTICE OF SIGNIFICANT SALE. The Selling Stockholder shall give
                  each Co-Seller at least 10 days' prior written notice of any
                  Significant Sale as to which the Selling Stockholder intends
                  to exercise its rights under this Section 3.6. If the Selling
                  Stockholder elects to exercise its rights under this Section
                  3.6, the Co-Sellers shall take such actions as may be
                  reasonably required and otherwise cooperate in good faith with
                  the Selling Stockholder in connection with consummating the
                  Significant Sale (including, without limitation, the voting of
                  any Shares to approve such Significant Sale). At the closing
                  of such Significant Sale, each Co-Seller shall deliver
                  certificates for all Shares to be sold by such Co-Seller, duly
                  endorsed for transfer to the purchaser against payment of the
                  appropriate purchase price.

3.7      CO-SALE RIGHTS.

         3.7.1.   If CEH receives an offer (the "Offer") to Transfer more than
                  50% of the Common Stock then held by CEH to any Person other
                  than an Affiliate (the "Co-Sale Offeror") and CEH does not
                  exercise its rights pursuant to Section 3.6, the parties
                  hereto shall comply with the following procedures:

                  (a)      CEH shall, at least twenty (20) Business Days before
                           such Transfer, deliver a written notice (the "Co-Sale
                           Notice") to each Participant that sets forth (i) the
                           number of shares of Common Stock to which the Offer
                           relates, (ii) the name of the proposed Co-Sale
                           Offeror, (iii) the proposed amount and type of
                           consideration (including if the consideration
                           consists in whole or in part of non-cash
                           consideration such information available to CEH as
                           may be reasonably necessary for the Participant to
                           properly analyze the economic value and investment
                           risk of such non-cash consideration) and, (iv) the
                           terms and conditions of payment that the Co-Sale
                           Offeror intends to accept.

                  (b)      CEH shall not Transfer any Common Stock to the
                           Co-Sale Offeror unless each of the Participants is
                           offered the opportunity to Transfer simultaneously a
                           number of shares of Common Stock equal to its Pro
                           Rata Amount to which the offer to CEH relates and on
                           the same terms and conditions (including price).

                  (c)      Within ten (10) days after delivery of the Co-Sale
                           Notice each Participant may elect to participate in
                           the proposed Transfer by delivering to CEH a notice
                           (the "Tag-Along Notice") specifying the type and
                           number of shares of Common Stock (up to his or her
                           Pro Rata Amount, as determined in

                                       22

<PAGE>

                           accordance with Section 3.7.1(b) above with respect
                           to which such Participant shall exercise his, her or
                           its rights under Section 3.7 and the number of shares
                           of Common Stock to be Transferred to the Co-Sale
                           Offeror by CEH shall be reduced accordingly.

                  (d)      Any shares of Common Stock requested to be included
                           in any Tag-Along Notice shall be Transferred at the
                           same time and on the same terms and conditions
                           (including price). If such Transfer is not made
                           within 60 days from delivery of the Co-Sale Notice,
                           the provisions of this Section 3.7 shall again become
                           effective with respect to the proposed Transfer.

3.8      NO STOCKHOLDER RIGHTS FOLLOWING EXERCISE OF A CALL OR REPURCHASE.

         If the Participant (or any permitted transferee) holds Shares as to
which the Call Right or Purchase Option has been exercised (in connection with
the termination of the Participant's employment or otherwise), the Participant
shall be entitled to the value of such Shares in accordance with the provisions
of Section 3.4 or Section 3.5, as applicable, but (unless otherwise required by
law) shall no longer be entitled to participation in the Corporation or other
rights as a stockholder with respect to the Shares subject to the call or
repurchase. To the maximum extent permitted by law, the Participant's rights
following the exercise of the Call Right or Purchase Option shall, with respect
to the call or repurchase and the Shares covered thereby, be solely the rights
that he or she has as a general creditor of the Corporation to receive payment
of the amount specified in Section 3.4 or Section 3.5 as applicable.

3.9      COMPLIANCE WITH LAWS.

         3.9.1.   GENERAL. This Plan, the granting and vesting of Options under
                  this Plan, and the offer, issuance and delivery of shares of
                  Common Stock, and/or the payment of money under this Plan or
                  under Options are subject to compliance with all applicable
                  federal and state laws, rules and regulations (including but
                  not limited to state and federal securities laws) and to such
                  approvals by any listing, regulatory or governmental authority
                  as may, in the opinion of counsel for the Corporation, be
                  necessary or advisable in connection therewith. The person
                  acquiring any securities under this Plan will, if requested by
                  the Corporation, provide such assurances and representations
                  to the Corporation as the Administrator may deem necessary or
                  desirable to assure compliance with all applicable legal and
                  accounting requirements.

         3.9.2.   COMPLIANCE WITH SECURITIES LAWS. No Participant shall sell,
                  pledge or otherwise transfer shares of Common Stock acquired
                  pursuant to an Option or any interest in such shares except in
                  accordance with the express terms of this Plan and the
                  applicable Option Agreement. Any attempted transfer in
                  violation of this Section 3.9 shall be void and of no effect.
                  Without in any way limiting the provisions set forth above, no
                  Participant shall make any disposition of all or any portion
                  of shares of Common Stock acquired or to be acquired pursuant
                  to an Option, except in compliance with all applicable federal
                  and state securities laws and unless and until:

                                       23

<PAGE>

                  (a)      there is then in effect a registration statement
                           under the Securities Act covering such proposed
                           disposition and such disposition is made in
                           accordance with such registration statement; or

                  (b)      such disposition is made in accordance with Rule 144
                           under the Securities Act; or

                  (c)      such Participant notifies the Corporation of the
                           proposed disposition and furnishes the Corporation
                           with a statement of the circumstances surrounding the
                           proposed disposition, and, if requested by the
                           Corporation, furnishes to the Corporation an opinion
                           of counsel acceptable to the Corporation's counsel,
                           that such disposition will not require registration
                           under the Securities Act and will be in compliance
                           with all applicable state securities laws.

                  Notwithstanding anything else herein to the contrary, the
                  Corporation or a Related Entity has no obligation to register
                  the Common Stock or file any registration statement under
                  either federal or state securities laws, nor does the
                  Corporation or a Related Entity make any representation
                  concerning the likelihood of a public offering of the Common
                  Stock or any other securities of the Corporation.

         3.9.3.   SHARE LEGENDS. All certificates evidencing shares of Common
                  Stock issued or delivered under this Plan shall bear the
                  following legends and/or any other appropriate or required
                  legends under applicable laws:

                  "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS
                  CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO
                  SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND
                  UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS
                  ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION."

                  "THE SHARES ARE SUBJECT TO THE CORPORATION'S TRANSFER
                  RESTRICTIONS AND CALL RIGHTS TO REPURCHASE THE SHARES UNDER
                  THE CORPORATION'S STOCK OPTION PLAN AND AGREEMENTS WITH THE
                  CORPORATION THEREUNDER, COPIES OF WHICH ARE AVAILABLE FOR
                  REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

                  "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR
                  QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                  ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE
                  SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES
                  WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE
                  ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN
                  ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF
                  COUNSEL TO THE

                                       24

<PAGE>

                  CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN
                  ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH
                  APPLICABLE STATE SECURITIES LAWS."

         3.9.4.   DELIVERY OF FINANCIAL STATEMENTS. The Corporation shall
                  deliver annually to Participants such financial statements of
                  the Corporation as are required to satisfy applicable
                  securities laws.

         3.9.5.   CONFIDENTIAL INFORMATION. Any information relating to the
                  Corporation obtained by Participants in connection with or as
                  a result of this Plan or their Options shall be treated as
                  confidential.

3.10     TAX WITHHOLDING.

         3.10.1.  TAX WITHHOLDING. Upon any exercise or payment of any Option or
                  upon the disposition of shares of Common Stock acquired
                  pursuant to the exercise of an Incentive Stock Option prior to
                  satisfaction of the holding period requirements of Section 422
                  of the Code, the Corporation or Related Entity shall have the
                  right at its option to:

                  (a)      require the Participant (or Personal Representative
                           or Beneficiary, as the case may be) to pay or provide
                           for payment of the amount of any taxes which the
                           Corporation or a Related Entity may be required to
                           withhold with respect to such Option event or
                           payment;

                  (b)      deduct from any amount payable to the Participant (or
                           Personal Representative or Beneficiary, as the case
                           may be) in cash or equivalent (in respect of an
                           Option or otherwise) the amount of any taxes which
                           the Corporation or a Related Entity may be required
                           to withhold with respect to such Option event or
                           payment; or

                  (c)      reduce the number of shares of Common Stock to be
                           delivered by (or otherwise reacquire shares held by
                           the Participant at least 6 months) the appropriate
                           number of shares of Common Stock, valued at their
                           then Fair Market Value, to satisfy the minimum
                           withholding obligation.

                  The Administrator may, in its sole discretion (subject to
                  Section 3.9), grant (either at the time of grant of the Option
                  or thereafter) to the Participant the right to elect, pursuant
                  to such rules and subject to such conditions as the
                  Administrator may establish, to have the Corporation utilize
                  the withholding offset under clause (c) above.

                  In no event will the value of shares withheld under (c) above
                  exceed the minimum amount of required withholding under
                  applicable law.

3.11     PLAN AND OPTION AMENDMENTS, TERMINATION AND SUSPENSION.

                                       25

<PAGE>

         3.11.1.  BOARD AUTHORIZATION. The Board may, at any time, terminate or,
                  from time to time, amend, modify or suspend this Plan, in
                  whole or in part, and/or any outstanding Option(s). No Options
                  may be granted during any suspension of this Plan or after
                  termination of this Plan. Unless otherwise expressly provided
                  in this Plan or in an applicable Option Agreement, any Option
                  granted prior to the termination or suspension of this Plan
                  may extend beyond the date of such termination or suspension,
                  and all authority of the Administrator with respect to Options
                  hereunder, including the authority to amend an Option, will
                  continue during any suspension of this Plan and in respect of
                  Options outstanding upon or following the termination of this
                  Plan.

         3.11.2.  ADMINISTRATOR AUTHORIZATION. The Administrator may, at any
                  time or from time to time, amend or modify this Plan, in whole
                  or in part, and/or any outstanding Option(s).

         3.11.3.  STOCKHOLDER APPROVAL. This Plan and any amendment to this Plan
                  shall be subject to stockholder approval to the extent then
                  required under Section 422 or 424 of the Code or any other
                  applicable law, or deemed necessary or advisable by the Board.

         3.11.4.  LIMITATIONS ON AMENDMENTS TO PLAN AND OPTIONS. The Board and
                  the Administrator may, without the written consent of the
                  Participant affected thereby, amend, terminate or suspend this
                  Plan in any manner materially adverse to the Participant's
                  rights or benefits under an outstanding Option or amend the
                  Participant's Option in any manner materially adverse to the
                  Participant's rights or benefits thereunder. Changes
                  contemplated by Section 3.2 do not and will not be deemed to
                  constitute changes or amendments for purposes of this Section
                  3.11.

3.12     PRIVILEGES OF STOCK OWNERSHIP. Except as otherwise expressly authorized
         by the Administrator or this Plan or in the Option Agreement, a
         Participant will not be entitled to any privilege of stock ownership as
         to any shares of Common Stock not actually delivered to and held of
         record by the Participant. No adjustment will be made for dividends or
         other rights as a stockholder for which a record date is prior to such
         date of delivery.

3.13     EFFECTIVE DATE OF THE PLAN. This Plan is effective as of March 19,
         2004, subject to approval by the shareholders of the Corporation within
         twelve months after the date the Board approved this Plan.

3.14     TERM OF THE PLAN. Unless earlier terminated by the Board, this Plan
         will terminate at the close of business on the day before the 10th
         anniversary of the Effective Date; provided, however, that any Option,
         the term of which will expire after such date, and any Share held after
         such date, will continue to be governed by the provisions of this Plan
         until, in the case of any such Option, such Option terminates, and in
         the case of any such Share, indefinitely.

3.15     GOVERNING LAW/SEVERABILITY.

                                       26

<PAGE>

         3.15.1.  CHOICE OF LAW. This Plan, the Options, all documents
                  evidencing Options and all other related documents will be
                  governed by, and construed in accordance with, the laws of the
                  state of Delaware.

         3.15.2.  SEVERABILITY. If it is determined that any provision of this
                  Plan or an Option Agreement is invalid and unenforceable, the
                  remaining provisions of this Plan and/or the Option Agreement,
                  as applicable, will continue in effect provided that the
                  essential economic terms of this Plan and the Option can still
                  be enforced.

3.16     CAPTIONS. Captions and headings are given to the sections and
         subsections of this Plan solely as a convenience to facilitate
         reference. Such headings will not be deemed in any way material or
         relevant to the construction or interpretation of this Plan or any
         provision thereof.

3.17     NON-EXCLUSIVITY OF PLAN. Nothing in this Plan will limit or be deemed
         to limit the authority of the Board or the Administrator to grant
         awards or authorize any other compensation, with or without reference
         to the Common Stock, under any other plan or authority.

3.18     NO RESTRICTION ON CORPORATE POWERS. The existence of this Plan, the
         Option Agreements, and the Options granted hereunder, shall not limit,
         affect or restrict in any way the right or power of the Board or the
         stockholders of the Corporation to make or authorize: (a) any
         adjustment, recapitalization, reorganization or other change in the
         Corporation's or any Subsidiary's capital structure or its business;
         (b) any merger, amalgamation, consolidation or change in the ownership
         of the Corporation or any Subsidiary; (c) any issue of bonds,
         debentures, capital, preferred or prior preference stocks ahead of or
         affecting the Corporation's capital stock or the rights thereof; (d)
         any dissolution or liquidation of the Corporation or any Subsidiary;
         (e) any sale or transfer of all or any part of the Corporation or any
         Subsidiary's assets or business; or (f) any other corporate act or
         proceeding by the Corporation or any Subsidiary. No Participant,
         Beneficiary or any other person shall have any claim under any Option
         or Option Agreement against any member of the Board or the
         Administrator, or the Corporation or any employees, officers or agents
         of the Corporation or any Subsidiary, as a result of any such action.
         The adoption of this Plan shall not be deemed to give any person a
         right to be granted any Options.

3.19     OTHER COMPENSATION OR BENEFIT PROGRAMS. Payments and other benefits
         received by a Participant under an Option made pursuant to this Plan
         shall not be deemed a part of a Participant's compensation for purposes
         of the determination of benefits under any other employee welfare or
         benefit plans or arrangements, if any, provided by the Corporation or
         any Subsidiary, except where the Administrator or the Board expressly
         otherwise provides or authorizes in writing. Options under this Plan
         may be made in addition to, in combination with, as alternatives to or
         in payment of grants, awards or commitments under any other plans or
         arrangements of the Corporation or any Subsidiary.

                                       27

<PAGE>

4.       DEFINITIONS.

"ACT" has the meaning set forth in Section 3.6.3.

"ADMINISTRATOR" means, as determined by the Board, (i) the Board, (ii) one or
more committees of director(s) of the Corporation appointed by the Board
(comprised solely of one or more directors or such greater number of directors
as may be required under applicable law), (iii) to the extent permitted by
applicable law, any officer(s) of the Corporation appointed by the Board, to
administer all or certain aspects of this Plan.

"AFFILIATE" means, with respect to any Person, any Person who, directly or
indirectly, controls, is controlled by or is under common control with the
Person. For purposes of this definition, "control" when used with respect to any
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.

"BENEFICIARY" means the person, persons, trust or trusts designated by a
Participant, or, in the absence of a designation, entitled by will or the laws
of descent and distribution, to receive the benefits specified in the Option
Agreement and under this Plan if the Participant dies, and means the
Participant's executor or administrator if no other Beneficiary is designated
and able to act under the circumstances.

"BOARD" means the Board of Directors of the Corporation.

"CALL NOTICE" has the meaning set forth in Section 3.4.1.

"CALL RIGHT" has the meaning set forth in Section 3.4.1.

"CAUSE" means (unless otherwise expressly provided in the applicable Option
Agreement, or another applicable contract with the Eligible Employee, such as an
employment agreement, that defines such term for purposes of determining the
effect that a "for cause" termination has on the Eligible Employee's stock
options) a termination of employment or service because of:

                  (a)      the Participant's conviction of, or plea of nolo
                           contendere to, a felony or a crime involving moral
                           turpitude; or

                  (b)      the Participant's personal dishonesty, incompetence,
                           willful misconduct, willful violation of any law,
                           rule, or regulation (other than minor traffic
                           violations or similar offenses) or breach of a
                           fiduciary duty which involves personal profit, in
                           each case, which adversely impacts or reflects badly
                           on the Corporation or Related Entity as determined by
                           the Board; or

                  (c)      the Participant's commission of material
                           mismanagement in the conduct of his duties as
                           assigned to him by (i) the Board or the board of a
                           Related Entity, or (ii) the Participant's supervising
                           officer or officers of the Corporation or Related
                           Entity; or

                                       28

<PAGE>

                  (d)      the Participant's willful failure to execute or
                           comply with the policies of the Corporation or
                           Related Entity or his stated duties as established by
                           (i) the Board or the board of a Related Entity, or
                           (ii) the Participant's supervising officer or
                           officers of the Corporation or Related Entity; or

                  (e)      with respect to an Other Eligible Person only, the
                           Participant's willfully making any material
                           misrepresentation or willfully omitting to disclose
                           any material fact to the Board or the board of a
                           Related Entity with respect to the business of the
                           Corporation or Related Entity.

A termination for Cause shall be deemed to occur (subject to reinstatement upon
a contrary final determination by the Administrator) on the date on which the
Corporation or Related Entity first delivers written notice to the Participant
of a finding of termination for Cause.

"CEH" means Crunch Equity Holding, LLC.

"CODE" means the Internal Revenue Code of 1986, as amended from time to time.

"COMMON STOCK" means the shares of the Corporation's Common Stock, $0.01 par
value, and such other securities or property as may become the subject of
Options, or become subject to Options, pursuant to an adjustment made under
Section 3.2 of this Plan.

"COMMON STOCK EQUIVALENTS" means the Common Stock and any rights, warrants,
options, convertible securities or indebtedness, exchangeable securities or
indebtedness, or other rights, exercisable for or convertible or exchangeable
into, directly or indirectly, Common Stock, whether such securities are
convertible or exchangeable at the time of issuance or upon the passage of time
or the occurrence of some future event and whether or not such securities are
"in the money" at the time of determination.

"CORPORATION" means Crunch Holding Corp., a Delaware corporation, and its
successors.

"CO-SELLER" has the meaning set forth in Section 3.6.1.

"DISABILITY" means a "permanent and total disability" within the meaning of
Section 22(e)(3) of the Code and, with respect to Options other than Incentive
Stock Options, such other disabilities, infirmities, afflictions, or conditions
as the Administrator may include.

"EFFECTIVE DATE" means the date specified in Section 3.13 hereof.

"ELIGIBLE EMPLOYEE" means an officer (whether or not a director) or employee of
the Corporation or a Related Entity.

"ELIGIBLE PERSON" means an Eligible Employee, or any Other Eligible Person,
designated by the Administrator in its discretion.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from time
to time.

                                       29

<PAGE>

"FAIR MARKET VALUE" means, as it relates to Common Stock, the average of the
high and low prices of such Common Stock as reported on the principal national
securities exchange on which the shares of Common Stock are then listed or the
Nasdaq National Market System, as applicable, on the date specified herein for
such a determination, or if there were no sales on such date, on the next
succeeding day or immediately preceding day on which there were sales, or if
such Common Stock is not listed on a national securities exchange or the Nasdaq
National Market System, the last reported bid price in the over-the-counter
market, or if such shares are not traded in the over-the-counter market, the per
share cash price for which all of the outstanding Common Stock could be sold to
a willing purchaser in an arms length transaction (without regard to minority
discount, absence of liquidity, or transfer restrictions imposed by an
applicable law or agreement) at the date of the event giving rise to the need
for a determination. Except as may be otherwise expressly provided above or in a
particular Option Agreement, Fair Market Value shall be determined in good faith
by the Administrator and such determination shall be binding on all
Participants.

"FULLY-DILUTED COMMON STOCK" means, at any time, all then outstanding Common
Stock Equivalents.

"HOLDBACK AMOUNT" means the portion of the consideration received by the
stockholders that are required to be retained by the terms of the definitive
documentation entered into in connection with such Sale of the Corporation
including, without limitation, amounts retained for purchase price adjustments
and indemnification obligations.

"IMMEDIATE FAMILY" means the spouse of an individual and the grandparents,
parents, siblings and children (and children and spouses of any of the
foregoing) of the individual or his or her spouse. An adopted child will be
treated as a child of his or her adoptive parent or parents (but only if) he or
she was adopted before he or she reached 21 years of age.

"INCENTIVE STOCK OPTION" means an Option that is designated and intended as an
incentive stock option within the meaning of Section 422 of the Code, the award
of which contains such provisions (including but not limited to the receipt of
stockholder approval of this Plan, if the award is made prior to such approval)
and is made under such circumstances and to such persons as may be necessary to
comply with that section.

"IRR" means, with respect to the Common Stock, a calculation made in accordance
with generally accepted financial practices which shows the pre-tax, compounded
annual internal rate of return realized thereon, (i) assuming all shares of
Common Stock (other than Common Stock Equivalents issued to employees or
directors of or consultants to the Corporation or any Related Entity) were
purchased by one Person on November 25, 2003 at a price equal to the Fair Market
Value of the Common Stock on November 25, 2003 and all such shares of Common
Stock were held continuously by such Person from the date of issuance through
the date of the Liquidity Event, (ii) assuming such holder receives cash on the
Liquidity Event pursuant to Section 3.2.2(b) hereof and (iii) including, as a
return on the shares of Common Stock, any cash dividends or distributions made
by the Corporation or any Related Entity in respect of the shares of Common
Stock during such period; provided, however, that in the event of any redemption
of Common Stock or sale of newly-issued Common Stock Equivalents (other than
Common Stock Equivalents issued to employees or directors of or consultants to
the Corporation or any Related

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Entity), then cash inflows or outflows associated with such redemption or sale
shall be reflected in the calculation of IRR, notwithstanding the general rule
of clause (i) of this definition.

"LIEN" means any of the following mortgage; lien (statutory or other); other
security agreement, arrangement or interest; hypothecation, pledge or other
deposit arrangement; assignment; charge; levy; executory seizure; attachment;
garnishment; encumbrance (including any easement, exception, reservation or
limitation) right of way, and the like); conditional sale, title retention,
voting agreement or other similar agreement, arrangement, device or restriction,
preemptive or similar right; the filing of any financial statement under the
Uniform Commercial Code or comparable law of any jurisdiction; restriction on
sale, transfer, assignment, disposition or other alienation; or any option,
equity, claim or right of or obligation to, any other Person, of whatever kind
and character.

"LIQUIDITY EVENT" means the consummation of a Sale of the Corporation or the
occurrence of a Qualified Market Cap.

"NET PROCEEDS" means (i) with respect to a Sale of the Corporation, the
aggregate gross proceeds received (or deemed received) by the holders of the
Common Stock on or in consideration for such equity interests in connection with
such Sale of the Corporation, net of (A) any Holdback Amount applicable to such
Sale of the Corporation and (B) all expenses incurred in connection therewith
that are allocable to such equity interests other than taxes payable in respect
of any income or gain recognized on receipt of such net proceeds, and (ii) with
respect to a Qualified Market Cap, the implied equity market capitalization of
the common equity of the Corporation (or any Subsidiary or any
successor-in-interest to the Corporation) determined by multiplying the closing
price of a common equity interest on the first day that the Qualified Market Cap
occurs by the total number of common equity interests outstanding, net of fees
and expenses incurred by the Corporation and the Related Entities in connection
with the initial public offering of such common equity interests.

"NONQUALIFIED STOCK OPTION" means an Option that is not an incentive stock
option within the meaning of Section 422 of the code and includes an Option
designated as a Nonqualified Stock Option and any Option intended as an
Incentive Stock Option that fails to meet the applicable legal requirements
thereof.

"OPTION" means an option to purchase Common Stock authorized by and granted
under this Plan, whether a Performance Vesting Option or Time Vesting Option.
The Administrator will designate any Option granted to an employee of the
Corporation or a Subsidiary as a Nonqualified Stock Option or an Incentive Stock
Option.

"OPTION AGREEMENT" means any writing, approved by the Administrator, setting
forth the terms of an Option that has been duly authorized and approved.

"OTHER ELIGIBLE PERSON" means any director of, or any individual consultant or
advisor who renders or has rendered bona fide services (other than services in
connection with the offering or sale of securities of the Corporation or a
Related Entity in a capital raising transaction or as a market maker or promoter
of the Corporation's or Related Entity's securities) to, the Corporation or
Related Entity, and who is selected to participate in this Plan by the
Administrator. An

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advisor or consultant may be selected as an Other Eligible Person only if such
person's participation in this Plan would not adversely affect (a) the
Corporation's eligibility to rely on the Rule 701 from registration under the
Securities Act for the offering of shares issuable under this Plan by the
Corporation or Related Entity, or (b) the Corporation's compliance with any
other applicable laws.

"PARTICIPANT" means an Eligible Person who has been granted and holds an Option
under this Plan.

"PERFORMANCE VESTING OPTION" has the meaning set forth in Section 2.2.1 hereof.

"PERSON" means, and shall be construed broadly and shall include, an individual,
a partnership, a corporation, an association, a joint stock company, a limited
liability company, a trust, a joint venture, an unincorporated organization and
a governmental entity or any department, agency or political subdivision
thereof.

"PERSONAL REPRESENTATIVE" means the person or persons who, upon the Disability
or incompetence of a Participant, has acquired on behalf of the Participant, by
legal proceeding or otherwise, the power to exercise the rights or receive
benefits under this Plan by virtue of having become the legal representative of
the Participant.

"PLAN" means this Crunch Holding Corp. Stock Option Plan, as it may hereafter be
amended from time to time.

"PRO RATA AMOUNT" means, with respect to any Participant, the quotient obtained
by dividing (i) the number of shares of Common Stock held by such Participant by
(ii) the aggregate number of shares of Common Stock held by all stockholders of
the Corporation, assuming, in each of the preceding clauses (i) and (ii), the
conversion or exchange of all securities of the Corporation by their terms
convertible into or exchangeable for Common Stock and the exercise of all vested
and "in the money" options to purchase or rights to subscribe for Common Stock
(including warrants) or such convertible or exchangeable securities.

"PUBLIC OFFERING DATE" means the date the Common Stock is first registered under
the Exchange Act and listed or quoted on a recognized national securities
exchange or in the NASDAQ National Market Quotation System.

"PURCHASE OPTION" has the meaning set forth in Section 3.5.1.

"QUALIFIED MARKET CAP" means that the Common Stock or the common equity of any
Subsidiary or any successor-in-interest to the Corporation shall have been
registered under the Securities Act and the Corporation shall have a equity
market capitalization of more than $500,000,000 for a period of at least 20
consecutive trading days (determined by multiplying the closing price of the
Common Stock or common equity, as applicable, on each such day by the total
number of Common Stock Equivalents outstanding on each such day).

"RELATED ENTITY" means, at any time, any (i) direct or indirect parent of the
Corporation, or (ii) direct or indirect subsidiary of the Corporation, provided
that the majority of such

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subsidiary's outstanding voting stock or voting power is beneficially owned,
directly or indirectly by the Corporation.

"REPURCHASE PRICE" has the meaning set forth in Section 3.4.2.

"RULE 16b-3" has the meaning set forth in Section 1.2.1.

"SALE OF THE CORPORATION" means (i) the sale or transfer (in one transaction or
a series of related transactions) of all or substantially all of a Sale
Entities' assets, to a Person or a group of Persons acting in concert, (ii) the
sale or transfer (in one transaction or a series of related transactions) of a
significant division or product line of any of the Sale Entities (whether by
asset sale, merger, spin-off or other structure), to a Person or a group of
Persons acting in concert, (iii) the sale or transfer (in one transaction or a
series of related transactions) of a majority of the outstanding equity
interests in any of the Sale Entities, to a Person or a group of Persons acting
in concert, or (iv) the merger or consolidation of any of the Sale Entities with
or into another Person that is not an Affiliate of any of the Sale Entities, in
each case in clauses (i), (ii), (iii) and (iv) above, under circumstances in
which the holders of a majority in voting power of the outstanding equity
interests of any of the Sale Entities, immediately prior to such transaction,
own less than a majority in voting power of the outstanding equity interests of
such Sale Entities, or the surviving or resulting corporation, entity or
acquirer, as the case may be, immediately following such transaction.

"SALE ENTITIES" means (i) the Corporation, Crunch Equity Holding, LLC, Pinnacle
Foods Group Inc. or Pinnacle Foods Corporation, or (ii) any successor in
interest thereof.

"SECURITIES ACT" means the Securities Act of 1933, as amended from time to time.

"SELLING STOCKHOLDER" has the meaning set forth in Section 3.6.1.

"SHARE LIMIT" has the meaning set forth in Section 1.4.2.

"SHARES" means the shares of Common Stock acquired upon exercise of an Option.

"SIGNIFICANT SALE" has the meaning set forth in Section 3.6.1.

"SUBSIDIARY" of any Person, means (i) a corporation a majority of whose
outstanding shares of capital stock or other equity interest with voting power,
under ordinary circumstances, to elect directors, is at the time, directly or
indirectly, owned by such Person, by one or more subsidiaries of such Person or
by such Person and one or more subsidiaries of such Person, and (ii) any other
Person (other than a corporation) in which such Person, a subsidiary of such
Person or such Person and one or more subsidiaries of such Person, directly or
indirectly, at the date of determination thereof, has (x) at least a majority
ownership interest or (y) the power to elect or direct the election of the
directors or other governing body of such Person.

"TARGET IRR" means, with respect to any Liquidity Event, 15.0%.

"TIME VESTING OPTION" has the meaning set forth in Section 2.2.1 hereof.

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"TRANSACTION DOCUMENTS" means the definitive documentation entered into in
connection with a Sale of the Corporation.

"TRANSFER" means any direct or indirect sale, transfer, pledge, hypothecation,
assignment, gift, conveyance or other disposition of any security or any
interest therein.

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