KNOWLEDGE STREAM PARTNERS, INC.,
                             1999 STOCK OPTION PLAN

                           ADOPTED ON JANUARY 1, 1999


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                               TABLE OF CONTENTS

                                                                      PAGE NO.

SECTION 1. ESTABLISHMENT AND PURPOSE.......................................1

SECTION 2. ADMINISTRATION..................................................1

SECTION 3. ELIGIBILITY.....................................................1

        (a)    General Rule................................................1
        (b)    Ten-Percent Stockholders....................................1

SECTION 4. STOCK SUBJECT TO PLAN...........................................1

        (a)    Basic Limitation............................................1
        (b)    Additional Shares...........................................2

SECTION 5. TERMS AND CONDITIONS OF OPTIONS.................................2

        (a)    Stock Option Agreement......................................2
        (b)    Number of Shares............................................2
        (c)    Exercise Price..............................................2
        (d)    Withholding Taxes...........................................2
        (e)    Exercisability..............................................2
        (f)    Accelerated Exercisability..................................3
        (g)    Basic Term..................................................3
        (h)    Nontransferability..........................................3
        (i)    No Rights as a Stockholder..................................3
        (j)    Modification, Extension and Assumption
                 of Options................................................3
        (k)    Restrictions on Transfer of Shares..........................3

SECTION 6. PAYMENT FOR SHARES..............................................4

        (a)    General Rule................................................4
        (b)    Surrender of Stock..........................................4
        (c)    Promissory Note.............................................4
        (d)    Exercise/Sale...............................................4
        (e)    Exercise/Pledge.............................................4

SECTION 7. ADJUSTMENT OF SHARES............................................5

        (a)    General.....................................................5
        (b)    Mergers and Consolidations..................................5
        (c)    Reservation of Rights.......................................5


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SECTION 8. SECURITIES LAWS REQUIREMENTS....................................5

SECTION 9. NO RETENTION RIGHTS.............................................6

SECTION 10. DURATION AND AMENDMENTS........................................6
        (a)    Term of the Plan............................................6
        (b)    Right to Amend or Terminate the Plan........................6
        (c)    Effect of Amendment or Termination..........................6

SECTION 11. DEFINITIONS....................................................6

SECTION 12. EXECUTION......................................................8



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                        KNOWLEDGE STREAM PARTNERS, INC.
                             1999 STOCK OPTION PLAN


SECTION 1.  ESTABLISHMENT AND PURPOSE.

     The purpose of the Plan is to offer selected individuals an opportunity to
acquire a proprietary interest in the success of the Company. The Plan provides
for the grant of Options to purchase Shares. Options granted under the Plan may
include Nonstatutory Options as well as ISOs intended to qualify under Section
422 of the Code.

     Capitalized terms are defined in Section 11.

SECTION 2.  ADMINISTRATION.

     Subject to the provisions of the Plan, the Board of Directors shall have
full authority and discretion to take any actions it deems necessary or
advisable for the administration of the Plan. All decisions, interpretations
and other actions of the Board of Directors shall be final and binding on all
Optionees and all persons deriving their rights from an Optionee.

SECTION 3.  ELIGIBILITY.

     (a) GENERAL RULE. Only Employees shall be eligible for the grant of
Options.

     (b) TEN-PERCENT STOCKHOLDERS. An individual who owns more than 10% of the
total combined voting power of all classes of outstanding stock of the Company
or any of its Subsidiaries shall not be eligible for the grant of an ISO unless
(i) the Exercise Price is at least 110% of the Fair Market Value of a Share on
the date of grant and (ii) such ISO by its terms is not exercisable after the
expiration of five years from the date of grant. For purposes of this
Subsection (b), in determining stock ownership, the attribution rules of
Section 424(d) of the Code shall be applied.

SECTION 4.  STOCK SUBJECT TO PLAN.

     (a) BASIC LIMITATION. Shares offered under the Plan may be authorized but
unissued Shares or treasury Shares. The aggregate number of Shares that may be
issued under the Plan (upon exercise of Options) shall not exceed 200,000
Shares of the Company's common stock, subject to adjustment pursuant to Section
7. The number of Shares that are subject to Options outstanding at any time
under the Plan shall not exceed the number of Shares that then remain available
for issuance under the Plan. The Company, during the term of the Plan, shall at
all times reserve and keep available sufficient Shares to satisfy the
requirements of the Plan.


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     (b) ADDITIONAL SHARES. In the event that any outstanding Option for any
reason expires or is canceled or otherwise terminated, the Shares allocable to
the unexercised portion of such Option or other right shall again be available
for the purposes of the Plan. In the event that Shares issued under the Plan
are reacquired by the Company pursuant to any forfeiture provision, right of
repurchase or right of first refusal, such Shares shall again be available for
the purposes of the Plan, except that the aggregate number of Shares which may
be issued upon the exercise of ISOs shall in no event exceed exceed 200,000
Shares of the Company's common stock (subject to adjustment pursuant to Section
7).

SECTION 5.  TERMS AND CONDITIONS OF OPTIONS.

     (a) STOCK OPTION AGREEMENT. Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such Option shall be subject to all applicable terms and conditions of the Plan
and may be subject to any other terms and conditions which are not inconsistent
with the Plan and which the Board of Directors deems appropriate for inclusion
in a Stock Option Agreement. The provisions of the various Stock Option
Agreements entered into under the Plan need not be identical.

     (b) NUMBER OF SHARES. Each Stock Option Agreement shall specify the number
of Shares that are subject to the Option and shall provide for the adjustment
of such number in accordance with Section 7. The Stock Option Agreement shall
also specify whether the Option is an ISO or a Nonstatutory Option.

     (c) EXERCISE PRICE. Each Stock Option Agreement shall specify the Exercise
Price. The Exercise Price of an ISO shall not be less than 100% of the Fair
Market Value of a Share on the date of grant, and a higher percentage may be
required by Section 3(b). The Exercise Price of a Nonstatutory Option shall not
be less than 85% of the Fair Market Value of such Shares on the date of grant.
Subject to the preceding two sentences, the Exercise Price under an Option
shall be determined by the Board of Directors at its sole discretion. The
Exercise Price shall be payable in a form described in Section 6.

     (d) WITHHOLDING TAXES. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Board of Directors may require for
the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such exercise. The Optionee shall
also make such arrangements as the Board of Directors may require for the
satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with the disposition of Shares
acquired by exercising an Option.

     (e) EXERCISABILITY. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. In general,
the Company intends to grant Options that become exercisable over three years,
with 331/3% of such Options vesting per year. The exercisability provisions of
a Stock Option Agreement shall be determined by the Board of Directors at its
sole discretion.


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     (f) ACCELERATED EXERCISABILITY. Unless the applicable Stock Option
Agreement provides otherwise, all of an Optionee's Options shall become
exercisable in full if:

          (i) The Company is subject to a Change in Control before the
     Optionee's Service terminates;

          (ii) Such Options do not remain outstanding;

          (iii) Such Options are not assumed by the surviving corporation or
     its parent; and

          (iv) The surviving corporation or its parent does not substitute
     options with substantially the same terms for such Options.

     (g) BASIC TERM. The Stock Option Agreement shall specify the term of the
Option. The term shall not exceed 10 years from the date of grant, and in the
case of an ISO a shorter term may be required by Section 3(b). Subject to the
preceding sentence, the Board of Directors at its sole discretion shall
determine when an Option is to expire. A Stock Option Agreement may provide for
expiration prior to the end of its term in the event of the termination of the
Optionee's Service or death.

     (h) NONTRANSFERABILITY. No Option shall be transferable by the Optionee
other than by beneficiary designation, will or the laws of descent and
distribution. An Option may be exercised during the lifetime of the Optionee
only by the Optionee or by the Optionee's guardian or legal representative. No
Option or interest therein may be transferred, assigned, pledged or
hypothecated by the Optionee during the Optionee's lifetime, whether by
operation of law or otherwise, or be made subject to execution, attachment or
similar process.

     (i) NO RIGHTS AS A STOCKHOLDER. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by the Optionee's Option until such person becomes entitled to receive
such Shares by filing a notice of exercise and paying the Exercise Price
pursuant to the terms of such Option.

     (j) MODIFICATION, EXTENSION AND ASSUMPTION OF OPTIONS. Within the
limitations of the Plan, the Board of Directors may modify, extend or assume
outstanding Options or may accept the cancellation of outstanding Options
(whether granted by the Company or another issuer) in return for the grant of
new Options for the same or a different number of Shares and at the same or a
different Exercise Price. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, impair the Optionee's rights
or increase the Optionee's obligations under such Option.

     (k) RESTRICTIONS ON TRANSFER OF SHARES. Any Shares issued upon exercise of
an Option shall be subject to such special forfeiture conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the
Board of Directors may determine. Such restrictions shall be set forth in the

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applicable Stock Option Agreement and shall apply in addition to any
restrictions that may apply to holders of Shares generally.

SECTION 6.  PAYMENT FOR SHARES.

     (a) GENERAL RULE. The entire Exercise Price of Options issued under the
Plan shall be payable in cash or cash equivalents at the time when such Shares
are purchased, except as otherwise provided in this Section 6.

     (b) SURRENDER OF STOCK. To the extent that a Stock Option Agreement so
provides, all or any part of the Exercise Price may be paid by surrendering, or
attesting to the ownership of, Shares that are already owned by the Optionee.
For example, by attesting to the ownership of old Shares without actually
surrendering them, the Optionee then receives only the net number of new Shares
(i.e. the number of Shares for which the Option has been exercised minus the
number of Shares required to pay the Exercise Price). Such Shares shall be
surrendered to the Company in good form for transfer and shall be valued at
their Fair Market Value on the date when the Option is exercised. The Optionee
shall not surrender, or attest to the ownership of, Shares in payment of the
Exercise Price if such action would cause the Company to recognize compensation
expense (or additional compensation expense) with respect to the Option for
financial reporting purposes.

     (c) PROMISSORY NOTE. To the extent that a Stock Option Agreement so
provides, all or a portion of the Exercise Price of Options issued under the
Plan may be paid with a full-recourse promissory note. However, the par value
of the Shares, if newly issued, shall be paid in cash or cash equivalents. The
Shares shall be pledged as security for payment of the principal amount of the
promissory note and interest thereon. The interest rate payable under the terms
of the promissory note shall not be less than the minimum rate (if any)
required to avoid the imputation of additional interest under the Code. Subject
to the foregoing, the Board of Directors (at its sole discretion) shall specify
the term, interest rate, amortization requirements (if any) and other
provisions of such note.

     (d) EXERCISE/SALE. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part
by the delivery (on a form prescribed by the Company) of an irrevocable
direction to a securities broker approved by the Company to sell Shares and to
deliver all or part of the sales proceeds to the Company in payment of all or
part of the Exercise Price and any withholding taxes.

     (e) EXERCISE/PLEDGE. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part
by the delivery (on a form prescribed by the Company) of an irrevocable
direction to pledge Shares to a securities broker or lender approved by the
Company, as security for a loan, and to deliver all or part of the loan
proceeds to the Company in payment of all or part of the Exercise Price and any
withholding taxes.


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SECTION 7.  ADJUSTMENT OF SHARES.

     (a) GENERAL. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of an extraordinary
dividend payable in a form other than Shares in an amount that has a material
effect on the Fair Market Value of the Stock, a combination or consolidation of
the outstanding Stock into a lesser number of Shares, a recapitalization, a
spin-off, a reclassification or a similar occurrence, the Board of Directors
shall make appropriate adjustments in one or more of (i) the number of Shares
available for future grants under Section 4, (ii) the number of Shares covered
by each outstanding Option or (iii) the Exercise Price under each outstanding
Option.

     (b) MERGERS AND CONSOLIDATIONS. In the event that the Company is a party
to a merger or consolidation, outstanding Options shall be subject to the
agreement of merger or consolidation. Such agreement, without the Optionees'
consent, may provide for:

          (i) The continuation of such outstanding Options by the Company (if
     the Company is the surviving corporation);

          (ii) The assumption of the Plan and such outstanding Options by the
     surviving corporation or its parent;

          (iii) The substitution by the surviving corporation or its parent of
     options with substantially the same terms for such outstanding Options; or

          (iv) The cancellation of each outstanding Option after payment to the
     Optionee of an amount in cash or cash equivalents equal to (A) the Fair
     Market Value of the Shares subject to such Option at the time of the
     merger or consolidation minus (B) the Exercise Price of the Shares subject
     to such Option.

     (c) RESERVATION OF RIGHTS. Except as provided in this Section 7, an
Optionee or Purchaser shall have no rights by reason of (i) any subdivision or
consolidation of shares of stock of any class, (ii) the payment of any dividend
or (iii) any other increase or decrease in the number of shares of stock of any
class. Any issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option. The grant of an Option pursuant
to the Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.

SECTION 8.  SECURITIES LAW REQUIREMENTS.

     Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares comply with (or are exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, state securities laws and

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regulations, and the regulations of any stock exchange or other securities
market on which the Company's securities may then be traded.

SECTION 9.  NO RETENTION RIGHTS.

     Nothing in the Plan or in any Option granted under the Plan shall confer
upon the Optionee any right to continue in Service for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the
Company (or any Subsidiary employing or retaining the Optionee) or of the
Optionee, which rights are hereby expressly reserved by each, to terminate his
or her Service at any time and for any reason, with or without cause.

SECTION 10. DURATION AND AMENDMENTS.

     (a) TERM OF THE PLAN. The Plan, as set forth herein, shall become
effective on the date of its adoption by the Board of Directors, subject to the
approval of the Company's stockholders. The Plan shall terminate automatically
10 years after its adoption by the Board of Directors and may be terminated on
any earlier date pursuant to Subsection (b) below.

     (b) RIGHT TO AMEND OR TERMINATE THE PLAN. The Board of Directors may
amend, suspend or terminate the Plan at any time and for any reason; provided,
however, that any amendment of the Plan which increases the number of Shares
available for issuance under the Plan (except as provided in Section 7), or
which materially changes the class of persons who are eligible for the grant of
ISOs, shall be subject to the approval of the Company's stockholders.
Stockholder approval shall not be required for any other amendment of the Plan.

     (c) EFFECT OF AMENDMENT OR TERMINATION. No Shares shall be issued or sold
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any
amendment thereof, shall not affect any Share previously issued or any Option
previously granted under the Plan.

SECTION 11. DEFINITIONS.

     (a) "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company,
as constituted from time to time.

     (b) "CHANGE IN CONTROL" shall mean:

          (i) The consummation of a merger or consolidation of the Company with
     or into another entity or any other corporate reorganization, if more than
     50% of the combined voting power of the continuing or surviving entity's
     securities outstanding immediately after such merger, consolidation or
     other reorganization is owned by persons who were not stockholders of the
     Company immediately prior to such merger, consolidation or other
     reorganization; or

          (ii) The sale, transfer or other disposition of all or substantially
     all of the Company's assets.


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A transaction shall not constitute a Change in Control if its sole purpose is
to change the state of the Company's incorporation or to create a holding
company that will be owned in substantially the same proportions by the persons
who held the Company's securities immediately before such transaction.

     (c) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

     (d) "COMPANY" shall mean Knowledge Stream Partners, Inc., a Delaware
corporation.

     (e) "EMPLOYEE" shall mean any individual who is a common-law employee of
the Company or a Subsidiary.

     (f) "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Board of Directors in
the applicable Stock Option Agreement.

     (g) "FAIR MARKET VALUE" shall mean the fair market value of a Share, as
determined by the Board of Directors in good faith. Such determination shall be
conclusive and binding on all persons.

     (h) "ISO" shall mean an employee incentive stock option described in
Section 422(b) of the Code.

     (i) "NONSTATUTORY OPTION" shall mean a stock option not described in
Sections 422(b) or 423(b) of the Code.

     (j) "OPTION" shall mean an ISO or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares.

     (k) "OPTIONEE" shall mean an individual who holds an Option.

     (l) "PLAN" shall mean this Knowledge Stream Partners, Inc., 1999 Stock
Option Plan.

     (m) "SERVICE" shall mean service as an Employee.

     (n) "SHARE" shall mean one share of Stock, as adjusted in accordance with
Section 7 (if applicable).

     (o) "STOCK" shall mean the Common Stock of the Company, with a par value
of $.01 per Share.

     (p) "STOCK OPTION AGREEMENT" shall mean the agreement between the Company
and an Optionee which contains the terms, conditions and restrictions
pertaining to the Optionee's Option.

     (q) "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the

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corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that
attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.

SECTION 12. EXECUTION.

     To record the adoption of the Plan by the Board of Directors, the Company
has caused its authorized officer to execute the same.


                                      KNOWLEDGE STREAM PARTNERS, INC.



                                      By: /s/ Richard G. van der Hooning
                                          -----------------------------------
                                          Name:    Robert G. van der Hooning
                                          Title:   Chief Executive Officer