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                                                                    EXHIBIT 10.2


                              ECLIPSYS CORPORATION

                            1998 STOCK INCENTIVE PLAN
                                  (AS AMENDED)

1.     Purpose

       The purpose of this 1998 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 present or
future subsidiary corporations of Eclipsys Corporation 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 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


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authority delegated by the Board shall be liable for any action or determination
relating to or under the Plan made in good faith.

       (b)    Delegation to Executive Officers. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.

       (c)    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"). If and when the
common stock, $0.01 par value per share, of the Company (the "Common Stock") is
registered under the Securities Exchange Act of 1934 (the "Exchange Act"), the
Board shall appoint one such Committee of not less than two members, each member
of which shall be an "outside director" within the meaning of Section 162(m) of
the Code and a "non-employee director" as defined in Rule 16b-3 promulgated
under the Exchange Act." All references in the Plan to the "Board" shall mean
the Board or a Committee of the Board or the executive officer referred to in
Section 3(b) to the extent that the Board's powers or authority under the Plan
have been delegated to such Committee or executive officer.

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) 7,000,000 less (ii) the sum of (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 1999 Stock Incentive Plan (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. 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


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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.

       (c)    Adjustment to Common Stock. In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, 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 4(c) applies and Section 8(e)(1) also applies to
any event, Section 8(e)(1) shall be applicable to such event, and this Section
4(c) shall not be applicable.

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.

       (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. 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 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 otherwise provide in an Option
Agreement, 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 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 the Board
in good faith ("Fair Market Value"), which Common Stock was owned by the
Participant at least six months prior to such delivery, (ii) by delivery of a
promissory note of the Participant to the Company on terms determined by the
Board, or (iii) by payment of such other lawful consideration as the Board may
determine; or

              (4)    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, "Restricted Stock Award").


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       (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, 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.     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 under the Plan 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
type of Award may be made alone or in addition or in relation to any other type
of Award. The terms of each type of 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,


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conservator, guardian or Designated Beneficiary may exercise rights under the
Award.

       (e)    Acquisition Events 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

                            (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) 30% or more 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


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                                   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; or

                            (ii)   such time as the Continuing Directors (as
                                   defined below) constitute a minority 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 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 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


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                                   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 the Acquiring Corporation, any
                                   Exempt Person 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 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).

              (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


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                            options shall be substituted, 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 be
                            immediately exercisable in full upon the occurrence
                            of such Acquisition Event. 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 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 (x) upon
                            written notice to the Participants, provide that all
                            then unexercised Options will become exercisable in
                            full as of a specified time (the "Acceleration
                            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, and/or (y)
                            in the event of an Acquisition Event


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                            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"), provide that all outstanding Options shall
                            terminate upon consummation of such Acquisition
                            Event and 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. Upon 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, all Options then-outstanding shall
                            automatically become immediately exercisable in
                            full.

              (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. Upon 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, all restrictions and conditions on
                            all Restricted Stock Awards then-outstanding shall
                            automatically be deemed terminated or satisfied.


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              (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. Upon 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 other Award or any
                            other agreement between a Participant and the
                            Company, all other Awards shall become exercisable,
                            realizable or vested in full, or shall be free of
                            all conditions or restrictions, as applicable to
                            each such Award.

       (f)    Assumption of Options Upon Certain Events. The Board may grant
Awards under the Plan in substitution for stock and stock-based awards held by
employees of another corporation who become employees of the Company as a result
of a merger or consolidation of the employing corporation with the Company or
the acquisition by the Company of property or stock of the employing
corporation. The substitute Awards shall be granted on such terms and conditions
as the Board considers appropriate in the circumstances.

       (g)    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. The Board may allow Participants to
satisfy such tax obligations in whole or in part in 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.

       (h)    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 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.


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       (i)    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.

       (j)    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 all restrictions or that any other stock-based
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.

       (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) 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.


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       (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 April 8, 1998

                                          Approved by the Stockholders on
                                          June 5, 1998

                                          Amended by the Board of Directors on
                                          February 23, 1999

                                          Approved by the Stockholders on
                                          April 21, 1999




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