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                              ECLIPSYS CORPORATION

                            2000 STOCK INCENTIVE PLAN

1.      Purpose

The purpose of this 2000 Stock Incentive Plan (the "Plan") of Eclipsys
Corporation, a Delaware corporation (the "Company"), is to advance the interests
of the Company's stockholders by enhancing the Company's ability to attract,
retain and motivate persons who make (or are expected to make) important
contributions to the Company by providing such persons with equity ownership
opportunities and performance-based incentives and thereby better aligning the
interests of such persons with those of the Company's stockholders. Except where
the context otherwise requires, the term "Company" shall include any of the
Company's present or future subsidiary corporations as defined in Section 424(f)
of the Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the "Code") and any other business venture (including,
without limitation, a joint venture or limited liability company) in which the
Company has a significant interest, as determined by the Board of Directors of
the Company (the "Board").

2.      Eligibility

All of the Company's employees, officers, directors, consultants and advisors (
and any individuals who have accepted an offer for employment) are eligible to
be granted options, restricted stock, or other stock-based awards (each, an
"Award") under the Plan. Any person who has been granted an Award under the Plan
shall be deemed a "Participant".

3.      Administration, Delegation

        (a)     Administration by Board of Directors. The Plan will be
administered by the Board. The Board shall have authority to grant Awards and to
adopt, amend and repeal such administrative rules, guidelines and practices
relating to the Plan as it shall deem advisable. The Board may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or any
Award in the manner and to the extent it shall deem expedient to carry the Plan
into effect and it shall be the sole and final judge of such expediency. All
decisions by the Board shall be made in the Board's sole discretion and shall be
final and binding on all persons having or claiming any interest in the Plan or
in any Award. No director or person acting pursuant to the authority delegated
by the Board shall be liable for any action or determination relating to or
under the Plan made in good faith.

        (b)     Appointment of Committees. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a "Committee"). All references in
the Plan to the "Board" shall mean the Board or a Committee of the Board to the
extent that the Board's powers or authority under the Plan have been delegated
to such Committee.



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4.      Stock Available for Awards

        (a)     Number of Shares. Subject to adjustment under Section 4(c),
Awards may be made under the Plan for up to an aggregate number of shares of
Common Stock equal to (i) 12,000,000 less (ii) the sum of (W) the number of
shares as to which "Awards" have previously been made or shares issued under the
Company's 1999 Stock Incentive Plan, as amended (the "1999 Plan") , as such
number shall be reduced to the extent shares become reavailable for issuance
under the 1999 Plan pursuant to Section 4(a) thereof, (X) the number of shares
as to which options are then outstanding under the Company's Amended and
Restated 1998 Employee Stock Purchase Plan, as amended (the "Purchase Plan") and
the number of shares previously sold under the Purchase Plan, (Y) the number of
shares as to which options are then outstanding under the Company's 1996 Stock
Plan, as amended (the "1996 Plan") and the number of shares previously issued
upon the exercise of options granted under the 1996 Plan and the number of
shares of restricted or unrestricted stock granted under the 1996 Plan then
outstanding and (Z) the number of shares as to which "Awards" have previously
been made or shares issued under the Company's 1998 Stock Incentive Plan, as
amended (the "1998 Plan"), as such number shall be reduced to the extent shares
become reavailable for issuance under the 1998 Plan pursuant to Section 4(a)
thereof. If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part or results in
any Common Stock not being issued, the unused Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan, subject,
however, in the case of Incentive Stock Options (as hereinafter defined), to any
limitation required under the Code. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.

        (b)     Per-Participant Limit. Subject to adjustment under Section 4(c),
for Awards granted after the Common Stock is registered under the Securities
Exchange Act of 1934 (the "Exchange Act"), the maximum number of shares of
Common Stock with respect to which an Award may be granted to any Participant
under the Plan shall be 2,000,000 per calendar year. The per-Participant limit
described in this Section 4(b) shall be construed and applied consistently with
Section 162(m) of the Code.

5.      Stock Options

        (a)     General. The Board may grant options to purchase Common Stock
(each, an "Option") and determine the number of shares of Common Stock to be
covered by each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".

        (b)     Incentive Stock Options. An Option that the Board intends to be
an "incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.


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        (c)     Exercise Price. The Board shall establish the exercise price at
the time each Option is granted and specify it in the applicable option
agreement; provided, however, that the exercise price of Incentive Stock Options
shall not be less than 100% of the fair market value of the Common Stock, as
determined by the Board, at the time the Option is granted.

        (d)     Duration of Options. Each Option shall be exercisable at such
times and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that no Option will be granted
for a term in excess of 10 years.

        (e)     Exercise of Option. Options may be exercised only by delivery to
the Company of a written notice of exercise signed by the proper person or by
any other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

        (f)     Payment Upon Exercise. Common Stock purchased upon the exercise
of an Option granted under the Plan shall be paid for as follows:

                (1)     in cash or by check, payable to the order of the
                        Company;

                (2) except as the Board may, in its sole discretion, otherwise
provide in an option agreement, by (i) delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price or (ii) delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price;

               (3) to the extent permitted by the Board and explicitly provided
in an option agreement (i) by delivery of shares of Common Stock owned by the
Participant valued at their fair market value as determined by ( or in a ,manner
approved by) the Board in good faith ("Fair Market Value"), provided (i) such
method of payment is then permitted under applicable law and (ii) such Common
Stock was owned by the Participant at least six months prior to such delivery,
or (iii) by payment of such other lawful consideration as the Board may
determine; or

               (4)   by any combination of the above permitted forms of payment

6.      Restricted Stock

        (a) Grants. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

        (b) Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board,



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deposited by the Participant, together with a stock power endorsed in blank,
with the Company (or its designee). At the expiration of the applicable
restriction periods, the Company (or such designee) shall deliver the
certificates no longer subject to such restrictions to the Participant or if the
Participant has died, to the beneficiary designated, in a manner determined by
the Board, by a Participant to receive amounts due or exercise rights of the
Participant in the event of the Participant's death (the "Designated
Beneficiary"). In the absence of an effective designation by a Participant,
Designated Beneficiary shall mean the Participant's estate.

7.      Other Stock-Based Awards

The Board shall have the right to grant other Awards based upon the Common Stock
having such terms and conditions as the Board may determine, including the grant
of shares based upon certain conditions, the grant of securities convertible
into Common Stock and the grant of stock appreciation rights.

8.      Adjustments for Changes in Common Stock and Certain Other Events

        (a)     Changes in Capitalization. In the event of any stock split,
reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock, other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-participant limit set forth in Section 4(b), (iii) the number and
class of security and exercise price per share subject to each outstanding
Option, (iv) the repurchase price per security subject to each outstanding
Restricted Stock Award, and (v) the terms of each other outstanding stock-based
Award shall be appropriately adjusted by the Company (or substituted Awards may
be made, if applicable) to the extent the Board shall determine, in good faith,
that such an adjustment (or substitution) is necessary and appropriate. If this
Section 8(a) applies and Section 8(c) also applies to any event, Section 8(c)
shall be applicable to such event, and this Section 8(a) shall not be
applicable.

        (b)     Liquidation or Dissolution. In the event of a proposed
liquidation or dissolution of the Company, the Board shall upon written notice
to the Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

        (c)    Acquisition and Change in Control Events

               (1)    Definitions

                     (a)    An "Acquisition Event" shall mean:

                            (i)    any merger or consolidation of the Company
                                   with or into another entity as a result of
                                   which the Common Stock is converted into or
                                   exchanged for the right to receive cash,
                                   securities or other property; or



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                           (ii)   any exchange of shares of the Company for
                                  cash, securities or other property pursuant
                                  to a statutory share exchange transaction.

                     (b)    A "Change in Control Event" shall mean:

                           (i)      the acquisition by an individual, entity or
                                    group (within the meaning of Section
                                    13(d)(3) or 14(d)(2) of the Securities
                                    Exchange Act of 1934, as amended (the
                                    "Exchange Act")(a "Person") of beneficial
                                    ownership of any capital stock of the
                                    Company if, after such acquisition, such
                                    Person beneficially owns (within the meaning
                                    of Rule 13d-3 promulgated under the Exchange
                                    Act) more than 30% of either (x) the
                                    then-outstanding shares of Common Stock of
                                    the Company (the "Outstanding Company Common
                                    Stock") or (y) the combined voting power of
                                    the then-outstanding securities of the
                                    Company entitled to vote generally in the
                                    election of directors (the "Outstanding
                                    Company Voting Securities"); provided,
                                    however, that for purposes of this
                                    subsection (i), the following acquisitions
                                    shall not constitute a Change in Control
                                    Event: (A) any acquisition directly from the
                                    Company (excluding an acquisition pursuant
                                    to the exercise, conversion or exchange of
                                    any security exercisable for, convertible
                                    into or exchangeable for Common Stock or
                                    voting securities of the Company, unless the
                                    Person exercising, converting or exchanging
                                    such security acquired such security
                                    directly from the Company or an underwriter
                                    or agent of the Company), (B) any
                                    acquisition by any employee benefit plan (or
                                    related trust) sponsored or maintained by
                                    the Company or any corporation controlled by
                                    the Company, (C) any acquisition by any
                                    corporation pursuant to a Business
                                    Combination (as defined below) which
                                    complies with clauses (x) and (y) of
                                    subsection (iii) of this definition or (D)
                                    any acquisition by General Atlantic Partners
                                    28, L.P., General Atlantic Partners 38,
                                    L.P., General Atlantic Partners 47, L.P.,
                                    GAP Coinvestment Partners, L.P. and any
                                    other entities controlled by or under common
                                    control with any of the foregoing entities,
                                    within the meaning of the Exchange Act (each
                                    such party is referred to herein as an
                                    "Exempt Person");

                           (ii)     such time as the Continuing Directors (as
                                    defined below) do not constitute a majority
                                    of the Board (or, if applicable, the Board
                                    of Directors of a successor corporation to
                                    the Company), where the term "Continuing
                                    Director" means at any date a member of the
                                    Board (x) who was a member of




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                                    the Board on the date of the initial
                                    adoption of this Plan by the Board or (y)
                                    who was nominated or elected subsequent to
                                    such date by at least a majority of the
                                    directors who were Continuing Directors at
                                    the time of such nomination or election or
                                    whose election to the Board was recommended
                                    or endorsed by at least a majority of the
                                    directors who were Continuing Directors at
                                    the time of such nomination or election;
                                    provided, however, that there shall be
                                    excluded from this clause (y) any individual
                                    whose initial assumption of office occurred
                                    as a result of an actual or threatened
                                    election contest with respect to the
                                    election or removal of directors or other
                                    actual or threatened solicitation of proxies
                                    or consents, by or on behalf of a person
                                    other than the Board; or

                             (iii)  the consummation of a merger, consolidation,
                                    reorganization, recapitalization or
                                    statutory share exchange involving the
                                    Company or a sale or other disposition of
                                    all or substantially all of the assets of
                                    the Company (a "Business Combination"),
                                    unless, immediately following such Business
                                    Combination, each of the following two
                                    conditions is satisfied: (x) all or
                                    substantially all of the individuals and
                                    entities who were the beneficial owners of
                                    the Outstanding Company Common Stock and
                                    Outstanding Company Voting Securities
                                    immediately prior to such Business
                                    Combination beneficially own, directly or
                                    indirectly, more than 50% of the
                                    then-outstanding shares of common stock and
                                    the combined voting power of the
                                    then-outstanding securities entitled to vote
                                    generally in the election of directors,
                                    respectively, of the resulting or acquiring
                                    corporation in such Business Combination
                                    (which shall include, without limitation, a
                                    corporation which as a result of such
                                    transaction owns the Company or
                                    substantially all of the Company's assets
                                    either directly or through one or more
                                    subsidiaries) (such resulting or acquiring
                                    corporation is referred to herein as the
                                    "Acquiring Corporation") in substantially
                                    the same proportions as their ownership of
                                    the Outstanding Company Common Stock and
                                    Outstanding Company Voting Securities,
                                    respectively, immediately prior to such
                                    Business Combination and (y) no Person
                                    (excluding Exempt Persons, the Acquiring
                                    Corporation or any employee benefit plan (or
                                    related trust) maintained or sponsored by
                                    the Company or by the Acquiring Corporation)
                                    beneficially owns, directly or indirectly,
                                    30% or more of the then-outstanding shares
                                    of common stock of the Acquiring
                                    Corporation, or of the combined voting



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                                    power of the then-outstanding securities of
                                    such corporation entitled to vote generally
                                    in the election of directors (except to the
                                    extent that such ownership existed prior to
                                    the Business Combination).

                     c)     "Good Reason" shall mean any significant diminution
                            in the Participant's title, authority, or
                            responsibilities from and after such Acquisition
                            Event or Change in Control Event, as the case may
                            be, or any reduction in the annual cash compensation
                            payable to the Participant from and after such
                            Acquisition Event or Change in Control Event, as the
                            case may be, or the relocation of the place of
                            business at which the Participant is principally
                            located to a location that is greater than 50 miles
                            from the current site.

                     (d)    "Cause" shall mean any (i) willful failure by the
                            Participant, which failure is not cured within 30
                            days of written notice to the Participant from the
                            Company, to perform his or her material
                            responsibilities to the Company or (ii) willful
                            misconduct by the Participant which affects the
                            business reputation of the Company. The Participant
                            shall be considered to have been discharged for
                            "Cause" if the Company determines, within 30 days
                            after the Participant's resignation, that discharge
                            for Cause was warranted.

               (2)    Effect on Options

                     (a)    Acquisition Event. Upon the occurrence of an
                            Acquisition Event (regardless of whether such event
                            also constitutes a Change in Control Event), or the
                            execution by the Company of any agreement with
                            respect to an Acquisition Event (regardless of
                            whether such event will result in a Change in
                            Control Event), the Board shall provide that all
                            outstanding Options shall be assumed, or equivalent
                            options shall be substituted for, by the acquiring
                            or succeeding corporation (or an affiliate thereof);
                            provided that if such Acquisition Event also
                            constitutes a Change in Control Event, except to the
                            extent specifically provided to the contrary in the
                            instrument evidencing any Option or any other
                            agreement between a Participant and the Company,
                            such assumed or substituted options shall become
                            immediately exercisable in full if, on or prior to
                            the first anniversary of the date of the
                            consummation of the Acquisition Event, the
                            Participant's employment with the Company or the
                            acquiring or succeeding corporation is terminated
                            for Good Reason by the Participant or is terminated
                            without Cause by the Company or the acquiring or
                            succeeding corporation. For purposes hereof, an
                            Option shall be considered to be assumed if,
                            following consummation of the Acquisition Event, the
                            Option confers the right to purchase, for each share
                            of Common Stock subject to the Option immediately
                            prior to the consummation of the Acquisition Event,
                            the consideration (whether cash, securities or other
                            property) received as a result of the Acquisition
                            Event by holders of Common Stock for each share of
                            Common Stock held immediately prior to the
                            consummation of the



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                            Acquisition Event (and if holders were offered a
                            choice of consideration, the type of consideration
                            chosen by the holders of a majority of the
                            outstanding shares of Common Stock); provided,
                            however, that if the consideration received as a
                            result of the Acquisition Event is not solely common
                            stock of the acquiring or succeeding corporation (or
                            an affiliate thereof), the Company may, with the
                            consent of the acquiring or succeeding corporation,
                            provide for the consideration to be received upon
                            the exercise of Options to consist solely of common
                            stock of the acquiring or succeeding corporation (or
                            an affiliate thereof) equivalent in fair market
                            value to the per share consideration received by
                            holders of outstanding shares of Common Stock as a
                            result of the Acquisition Event.

                                   Notwithstanding the foregoing, if the
                            acquiring or succeeding corporation (or an affiliate
                            thereof) does not agree to assume, or substitute
                            for, such Options, then the Board shall, upon
                            written notice to the Participants, provide that all
                            then unexercised Options will become exercisable in
                            full as of a specified time prior to the Acquisition
                            Event and will terminate immediately prior to the
                            consummation of such Acquisition Event, except to
                            the extent exercised by the Participants before the
                            consummation of such Acquisition Event; provided,
                            however, that in the event of an Acquisition Event
                            under the terms of which holders of Common Stock
                            will receive upon consummation thereof a cash
                            payment for each share of Common Stock surrendered
                            pursuant to such Acquisition Event (the "Acquisition
                            Price"), then the Board may instead provide that all
                            outstanding Options shall terminate upon
                            consummation of such Acquisition Event and that each
                            Participant shall receive, in exchange therefor, a
                            cash payment equal to the amount (if any) by which
                            (A) the Acquisition Price multiplied by the number
                            of shares of Common Stock subject to such
                            outstanding Options (whether or not then
                            exercisable) exceeds (B) the aggregate exercise
                            price of such Options.

                     (b)    Change in Control Event that is not an Acquisition
                            Event. Following the occurrence of a Change in
                            Control Event that does not also constitute an
                            Acquisition Event, except to the extent specifically
                            provided to the contrary in the instrument
                            evidencing any Option or any other agreement between
                            a Participant and the Company, each such Option
                            shall be immediately exercisable in full if, on or
                            prior to the first anniversary of the date of the
                            consummation of the Change in Control Event, the
                            Participant's employment with the Company or the
                            acquiring or succeeding



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                            corporation is terminated for Good Reason by the
                            Participant or is terminated without Cause by the
                            Company or the acquiring or succeeding corporation.

               (3)    Effect on Restricted Stock Awards

                     (a)    Acquisition Event that is not a Change in Control
                            Event. Upon the occurrence of an Acquisition Event
                            that is not a Change in Control Event, the
                            repurchase and other rights of the Company under
                            each outstanding Restricted Stock Award shall inure
                            to the benefit of the Company's successor and shall
                            apply to the cash, securities or other property
                            which the Common Stock was converted into or
                            exchanged for pursuant to such Acquisition Event in
                            the same manner and to the same extent as they
                            applied to the Common Stock subject to such
                            Restricted Stock Award.

                     (b)    Change in Control Event. Following the occurrence of
                            a Change in Control Event (regardless of whether
                            such event also constitutes an Acquisition Event),
                            except to the extent specifically provided to the
                            contrary in the instrument evidencing any Restricted
                            Stock Award or any other agreement between a
                            Participant and the Company, each such Restricted
                            Stock Award shall immediately become free from all
                            conditions or restrictions if, on or prior to the
                            first anniversary of the date of the consummation of
                            the Change in Control Event, the Participant's
                            employment with the Company or the acquiring or
                            succeeding corporation is terminated for Good Reason
                            by the Participant or is terminated without Cause by
                            the Company or the acquiring or succeeding
                            corporation.

               (4)    Effect on Other Awards

                     (a)    Acquisition Event that is not a Change in Control
                            Event. The Board shall specify the effect of an
                            Acquisition Event that is not a Change in Control
                            Event on any other Award granted under the Plan at
                            the time of the grant of such Award.

                     (b)    Change in Control Event. Following the occurrence of
                            a Change in Control Event (regardless of whether
                            such event also constitutes an Acquisition Event),
                            except to the extent specifically provided to the
                            contrary in the instrument evidencing any Award or
                            any other agreement between a Participant and the
                            Company, each such Award shall immediately become
                            fully exercisable, realizable, vested or free from
                            conditions or restrictions if, on or prior to the
                            first anniversary of the date of the consummation of
                            the Change in Control Event, the Participant's
                            employment with the Company or the acquiring or
                            succeeding corporation is terminated for Good




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                            Reason by the Participant or is terminated without
                            Cause by the Company or the acquiring or succeeding
                            corporation.

                (5) Limitations. Notwithstanding the foregoing provisions of
this Section 8(c), if the Change in Control Event is intended to be accounted
for as a "pooling of interests" for financial accounting purposes, and if the
acceleration to be effected by the foregoing provisions of this Section 8(c)
would preclude accounting for the Change in Control Event as a "pooling of
interests" for financial accounting purposes, then no such acceleration shall
occur upon the Change in Control Event.

9.      General Provisions Applicable to Awards

        (a)     Transferability of Awards. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

        (b)     Documentation. Each Award shall be evidenced by a written
instrument in such form as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.

        (c)     Board Discretion. Except as otherwise provided by the Plan, each
Award may be made alone or in addition to or in relation to any other Award. The
terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

        (d)     Termination of Status. The Board shall determine the effect on
an Award of the disability, death, retirement, authorized leave of absence or
other change in the employment or other status of a Participant and the extent
to which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

        (e)     Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may, to the extent then permitted under applicable law, satisfy
such tax obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.

        (f)     Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such




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action shall be required unless the Board determines that the action, taking
into account any related action, would not materially and adversely affect the
Participant.

        (g)     Conditions on Delivery of Stock. The Company will not be
obligated to deliver any shares of Common Stock pursuant to the Plan or to
remove restrictions from shares previously delivered under the Plan until (i)
all conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

        (h)     Acceleration. The Board may at any time provide that any Options
shall become immediately exercisable in full or in part, that any Restricted
Stock Awards shall be free of restrictions in full or in part or that any other
Awards may become exercisable in full or in part or free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

9.      Miscellaneous

        (a)     No Right To Employment or Other Status. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

        (b)     No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

        (c)     Effective Date and Term of Plan. The Plan shall become effective
on the date on which it is adopted by the Board, but no Award granted to a
Participant designated by the Board as subject to Section 162(m) of the Code by
the Board shall become exercisable, vested or realizable, as applicable to such
Award, unless and until the Plan has been approved by the Company's stockholders
to the extent stockholder approval is required by Section 162(m) in the manner
required under Section 162(m) (including the vote required under Section
162(m)). No Awards shall be granted under the Plan after the completion of ten
years from the earlier of (i)



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the date on which the Plan was adopted by the Board or (ii) the date the Plan
was approved by the Company's stockholders, but Awards previously granted may
extend beyond that date.

        (d)     Amendment of Plan. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time, provided that to the extent required by
Section 162(m) of the Code, no Award granted to a Participant designated as
subject to Section 162(m) by the Board after the date of such amendment shall
become exercisable, realizable or vested, as applicable to such Award (to the
extent that such amendment to the Plan was required to grant such Award to a
particular Participant), unless and until such amendment shall have been
approved by the Company's stockholders as required by Section 162(m) (including
the vote required under Section 162(m)).

        (e)     Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

                                             Adopted by the Board of Directors
                                             on May 22, 2000















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