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                                                                   Exhibit 10.16

                                I-TRAX.COM, INC.

                          2000 EQUITY COMPENSATION PLAN

         The purpose of the I-Trax.com, Inc. 2000 Equity Compensation Plan (the
"Plan") is to provide (i) designated employees of I-Trax.com, Inc. (the
"Company") and its subsidiaries, (ii) certain consultants and advisors who
perform services for the Company or its subsidiaries and (iii) non-employee
members of the Board of Directors of the Company (the "Board") with the
opportunity to receive grants of incentive stock options, nonqualified stock
options and restricted stock. The Company believes that the Plan will encourage
the participants to contribute materially to the growth of the Company, thereby
benefitting the Company's stockholders, and will align the economic interests of
the individuals to whom grants are made with those of the stockholders.

         1. Administration

         1.1. Committee. The Plan shall be administered and interpreted by a
committee appointed by the Board (the "Committee"). The Committee, which shall
consist of two or more "outside directors" as defined under section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"), and related Treasury
regulations and "nonemployee directors" as defined under Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

         1.2. Committee Authority. The Committee shall have the sole authority
to (i) determine the individuals to whom grants shall be made under the Plan,
(ii) determine the type, size and terms of the grants to be made to each such
individual, (iii) determine the time when the grants will be made and the
duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability, (iv) amend
the terms of any previously issued grant, and (v) deal with any other matters
arising under the Plan. The Committee shall from time to time review the
implementation and results of the Plan to determine the extent to which the
Plan's purpose is being accomplished. In addition, the Committee shall
periodically meet with senior management of the Company to review management's
suggestions regarding grants under the Plan, including the individuals who are
proposed to receive grants and the amount and time of such grants; provided,
that all such grants shall be determined solely by the Committee in its
discretion.

         1.3. Committee Determinations. The Committee shall have full power and
authority to administer and interpret the Plan, to make factual determinations
and to adopt or amend such rules, regulations, agreements and instruments for
implementing the Plan and for the conduct of its business as it deems necessary
or advisable, in its sole discretion. The Committee's interpretations of the
Plan and all determinations made by the Committee pursuant to the powers vested
in it hereunder shall be conclusive and binding on all persons having any
interest in the Plan or in any awards granted hereunder. All powers of the
Committee shall be executed in its sole discretion, in the best interest of the
Company, not as a fiduciary, and in keeping with the objectives of the Plan.

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         2. Grants

         Awards under the Plan may consist of grants of incentive stock options
as described in Section 5 ("Incentive Stock Options"), nonqualified stock
options as described in Section 5 ("Nonqualified Stock Options") (Incentive
Stock Options and Nonqualified Stock Options are collectively referred to as
"Options") and restricted stock as described in Section 6 ("Restricted Stock")
(hereinafter collectively referred to as "Grants"). All Grants shall be subject
to the terms and conditions set forth herein and to such other terms and
conditions consistent with this Plan as the Committee deems appropriate and as
are specified in writing by the Committee to the individual in a grant
instrument or an amendment to the grant instrument (the "Grant Instrument"). The
Committee shall approve the form and provisions of each Grant Instrument. Grants
under a particular Section of the Plan need not be uniform as among the
grantees.

         3. Shares Subject to the Plan

         3.1. Shares Authorized. Subject to adjustment as described below, the
aggregate number of shares of common stock of the Company ("Company Stock") that
may be issued or transferred under the Plan is 3,000,000 shares. The maximum
aggregate number of shares of Company Stock that shall be subject to Grants made
under the Plan to any individual during any calendar year shall be 350,000
shares, subject to adjustment as described below. The shares may be authorized
but unissued shares of Company Stock or reacquired shares of Company Stock,
including shares purchased by the Company on the open market for purposes of the
Plan. If and to the extent Options granted under the Plan terminate, expire, or
are canceled, forfeited, exchanged or surrendered without having been exercised
or if any shares of Restricted Stock are forfeited, the shares subject to such
Grants shall again be available for purposes of the Plan. If shares of Company
Stock are used to pay the exercise price of an Option, only the net number of
shares received by the grantee pursuant to such exercise shall be considered to
have been issued or transferred under the Plan with respect to such Option, and
the remaining number of shares subject to the Option shall again be available
for purposes of the Plan.

         3.2. Adjustments. If there is any change in the number or kind of
shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff,
recapitalization, stock split, or combination or exchange of shares, (ii) by
reason of a merger, reorganization or consolidation in which the Company is the
surviving corporation, (iii) by reason of a reclassification or change in par
value, or (iv) by reason of any other extraordinary or unusual event affecting
the outstanding Company Stock as a class without the Company's receipt of
consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spinoff or the Company's payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Grants, the maximum number of shares of Company Stock that
any individual participating in the Plan may be granted in any year, the number
of shares covered by outstanding Grants, the kind of shares issued under the
Plan, and the purchase price per share of such Grants may be appropriately
adjusted by the Committee to reflect any increase or decrease in the number of,
or change in the kind or value of, issued shares of Company Stock to preclude,
to the extent practicable, the enlargement or dilution of rights and benefits
under such Grants; provided, however, that any fractional shares resulting from
such adjustment shall be eliminated. Any adjustments determined by the Committee
shall be final, binding and conclusive.

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         4. Eligibility for Participation

         4.1. Eligible Persons. All employees of the Company and its
subsidiaries ("Employees"), including Employees who are officers or members of
the Board, and members of the Board who are not Employees ("Non-Employee
Directors") shall be eligible to participate in the Plan. Consultants and
advisors who perform services for the Company or any of its subsidiaries ("Key
Advisors") shall be eligible to participate in the Plan if the Key Advisors
render bona fide services to the Company or its subsidiaries, the services are
not in connection with the offer and sale of securities in a capital- raising
transaction, and the Key Advisors do not directly or indirectly promote or
maintain a market for the Company's securities.

         4.2. Selection of Grantees. The Committee shall select the Employees,
Non-Employee Directors and Key Advisors to receive Grants and shall determine
the number of shares of Company Stock subject to a particular Grant in such
manner as the Committee determines. Employees, Key Advisors and Non-Employee
Directors who receive Grants under this Plan shall hereinafter be referred to as
"Grantees".

         5. Granting of Options

         5.1. Number of Shares. Subject to the limitations set forth in Section
3(a) above, the Committee shall determine the number of shares of Company Stock
that will be subject to each Grant of Options to Employees, Non-Employee
Directors and Key Advisors.

         5.2. Type of Option and Price.

              5.2.1. The Committee may grant Incentive Stock Options that are
intended to qualify as "incentive stock options" within the meaning of section
422 of the Code or Nonqualified Stock Options that are not intended to so
qualify or any combination of Incentive Stock Options and Nonqualified Stock
Options, all in accordance with the terms and conditions set forth herein.
Incentive Stock Options may be granted only to Employees. Nonqualified Stock
Options may be granted to Employees, Non-Employee Directors and Key Advisors.

                  5.2.2. The purchase price (the "Exercise Price") of Company
Stock subject to an Option shall be determined by the Committee and may be equal
to, greater than, or less than the Fair Market Value (as defined below) of a
share of Company Stock on the date the Option is granted; provided, however,
that (x) the Exercise Price of an Incentive Stock Option shall be equal to, or
greater than, the Fair Market Value of a share of Company Stock on the date the
Incentive Stock Option is granted and (y) an Incentive Stock Option may not be
granted to an Employee who, at the time of grant, owns stock possessing more
than ten percent of the total combined voting power of all classes of stock of
the Company or any parent or subsidiary of the Company, unless the Exercise
Price per share is not less than 110% of the Fair Market Value of Company Stock
on the date of grant.

              5.2.3. If the Company Stock is publicly traded, then the Fair
Market Value per share shall be determined as follows: (x) if the principal
trading market for the Company Stock is a national securities exchange or the
NYSE, AMEX, the Nasdaq National Market and the Nasdaq

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SmallCap Market, the last reported sale price thereof on the relevant date or
(if there were no trades on that date) the latest preceding date upon which a
sale was reported, or (y) if the Company Stock is not principally traded on such
exchange or market, the mean between the last reported "bid" and "asked" prices
of Company Stock on the relevant date, as reported by the OTC Bulletin Board,
the National Daily Quotation Bureau, Inc. or as reported in a customary
financial reporting service, as applicable and as the Committee determines. If
the Company Stock is not publicly traded or, if publicly traded, the Committee
determines that the number of shares of the Company Stock traded on a given day,
the last reported sale price thereof, or, if applicable, the "bid" or "asked"
quotations as set forth above are not indicative of the fair market value of the
Company Stock, the Fair Market Value per share shall be as determined by the
Committee.

         5.3. Option Term. The Committee shall determine the term of each
Option. The term of any Option shall not exceed ten years from the date of
grant. However, an Incentive Stock Option that is granted to an Employee who, at
the time of grant, owns stock possessing more than ten percent of the total
combined voting power of all classes of stock of the Company, or any parent or
subsidiary of the Company, may not have a term that exceeds five years from the
date of grant.

         5.4. Exercisability of Options. Options shall become exercisable in
accordance with such terms and conditions, consistent with the Plan, as may be
determined by the Committee and specified in the Grant Instrument. The Committee
may accelerate the exercisability of any or all outstanding Options at any time
for any reason.

         5.5. Termination of Employment, Disability or Death.

              5.5.1. Except as provided below, an Option may only be exercised
while the Grantee is employed by, or providing service to, the Company as an
Employee, Key Advisor or member of the Board. In the event that a Grantee ceases
to be employed by, or provide service to, the Company for any reason other than
Disability, death, or termination for Cause, any Option which is otherwise
exercisable by the Grantee shall terminate unless exercised within 90 days after
the date on which the Grantee ceases to be employed by, or provide service to,
the Company (or within such other period of time as may be specified by the
Committee), but in any event no later than the date of expiration of the Option
term. Except as otherwise provided by the Committee, any of the Grantee's
Options that are not otherwise exercisable as of the date on which the Grantee
ceases to be employed by, or provide service to, the Company shall terminate as
of such date.

              5.5.2. In the event the Grantee ceases to be employed by, or
provide service to the Company on account of a termination for Cause by the
Company, any Option held by the Grantee shall terminate as of the date the
Grantee ceases to be employed by, or provide service to, the Company. In
addition, notwithstanding any other provisions of this Section 5, if the
Committee determines that the Grantee has engaged in conduct that constitutes
Cause at any time while the Grantee is employed by, or providing service to, the
Company or after the Grantee's termination of employment or service, any Option
held by the Grantee shall immediately terminate, and the Grantee shall
automatically forfeit all shares underlying any exercised portion of an Option
for which the Company has not yet delivered the share certificates, upon refund
by the Company of the Exercise Price paid by the Grantee for such shares. Upon
any exercise of an Option, the Company

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may withhold delivery of share certificates pending resolution of an inquiry
that could lead to a finding resulting in a forfeiture.

              5.5.3. In the event the Grantee ceases to be employed by, or
provide service to, the Company because the Grantee is Disabled, any Option
which is otherwise exercisable by the Grantee shall terminate unless exercised
within one year after the date on which the Grantee ceases to be employed by, or
provide service to, the Company (or within such other period of time as may be
specified by the Committee), but in any event no later than the date of
expiration of the Option term. Except as otherwise provided by the Committee,
any of the Grantee's Options which are not otherwise exercisable as of the date
on which the Grantee ceases to be employed by, or provide service to, the
Company shall terminate as of such date.

              5.5.4. If the Grantee dies while employed by, or providing service
to, the Company or within 90 days after the date on which the Grantee ceases to
be employed or provide service on account of a termination specified in Section
5(e)(1) above (or within such other period of time as may be specified by the
Committee), any Option that is otherwise exercisable by the Grantee shall
terminate unless exercised within one year after the date on which the Grantee
ceases to be employed by, or provide service to, the Company (or within such
other period of time as may be specified by the Committee), but in any event no
later than the date of expiration of the Option term. Except as otherwise
provided by the Committee, any of the Grantee's Options that are not otherwise
exercisable as of the date on which the Grantee ceases to be employed by, or
provide service to, the Company shall terminate as of such date.

              5.5.5. Any of the provisions of this Section 5(e) to the contrary
notwithstanding, no Option shall be exercisable beyond the term specified in the
Grant Instrument.

              5.5.6. For purposes of this Section 5(e) and Section 6:

              (A) The term "Company" shall mean the Company and its parent and
         subsidiary corporations, within the meaning of section 424(f) of the
         Code.

              (B) "Employed by, or provide service to, the Company" shall mean
         employment or service as an Employee, Key Advisor or member of the
         Board (so that, for purposes of exercising Options and satisfying
         conditions with respect to Restricted Stock, a Grantee shall not be
         considered to have terminated employment or service until the Grantee
         ceases to be an Employee, Key Advisor and member of the Board), unless
         the Committee determines otherwise.

              (C) "Disability" shall mean a Grantee's becoming disabled within
         the meaning of section 22(e)(3) of the Code.

              (D) "Cause" shall mean, except to the extent specified otherwise
         by the Committee, a finding by the Committee that the Grantee (i) has
         breached his or her employment or service contract with the Company,
         (ii) has engaged in disloyalty to the Company, including, without
         limitation, fraud, embezzlement, theft, commission of a felony or
         proven dishonesty in the course of his or her employment or service,
         (iii) has disclosed

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         trade secrets or confidential information of the Company to persons not
         entitled to receive such information or (iv) has engaged in such other
         behavior detrimental to the interests of the Company as the Committee
         determines.

         5.6. Exercise of Options. A Grantee may exercise an Option that has
become exercisable, in whole or in part, by delivering a notice of exercise to
the Company with payment of the Exercise Price. The Grantee shall pay the
Exercise Price for an Option as specified by the Committee (x) in cash, (y) with
the approval of the Committee, by delivering shares of Company Stock owned by
the Grantee (including Company Stock acquired in connection with the exercise of
an Option, subject to such restrictions as the Committee deems appropriate) and
having a Fair Market Value on the date of exercise equal to the Exercise Price
or by attestation (on a form prescribed by the Committee) to ownership of shares
of Company Stock having a Fair Market Value on the date of exercise equal to the
Exercise Price, or (z) by such other method as the Committee may approve,
including payment through a broker in accordance with procedures permitted by
Regulation T of the Federal Reserve Board. The Committee may authorize loans by
the Company to Grantees in connection with the exercise of an Option, upon the
terms and conditions set forth in Section 5(g) below. Shares of Company Stock
used to exercise an Option shall have been held by the Grantee for the requisite
period of time to avoid adverse accounting consequences to the Company with
respect to the Option. The Grantee shall pay the Exercise Price and the amount
of any withholding tax due (pursuant to Section 7) at the time of exercise.

         5.7. Loans and Guarantees. The Committee may, in its discretion,

              5.7.1. allow a Grantee to defer (at no less than reasonable
commercial rates) payment to the Company of all or any portion of (a) the
Exercise Price of an option, or (b) any taxes associated with a benefit
hereunder which is not a cash benefit at the time such benefit is so taxable, or

              5.7.2. cause the Company to guarantee a loan from a third party to
the Grantee, in an amount equal to all or any portion of such Exercise Price or
any related taxes.

Any such payment deferral or guarantee by the Company pursuant to this Section
5(g) shall be, on a secured or unsecured basis, for such periods, at commercial
interest rates, and on such other terms and conditions as the Committee may
determine. Notwithstanding the foregoing, a Grantee shall not be entitled to
defer the payment of such Exercise Price or any related taxes unless the Grantee
(a) enters into a binding obligation to pay the portion of the Exercise Price or
any related taxes which are deferred and (b) pays upon exercise of an option a
minimum amount, with respect to all shares of Company Stock to be then issued,
equal to the amount determined by resolution of the Committee to be capital
within the meaning of Section 154 of the Delaware General Corporation Law. If
the Committee has permitted a payment deferral or caused the Company to
guarantee a loan pursuant to this Section 5(g), then the Committee may, in its
discretion, require the immediate payment of such deferred amount or the
immediate release of such guarantee in the event the Grantee sells or otherwise
transfers the Grantee's shares of Company Stock purchased pursuant to such
deferral or guarantee.

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         5.8. Limits on Incentive Stock Options. Each Incentive Stock Option
shall provide that, if the aggregate Fair Market Value of the Company Stock on
the date of the grant with respect to which Incentive Stock Options are
exercisable for the first time by a Grantee during any calendar year, under the
Plan or any other stock option plan of the Company or of a parent or subsidiary
(within the meaning of section 424(f) of the Code), exceeds $100,000, then the
Option, as to the excess, shall be treated as a Nonqualified Stock Option. An
Incentive Stock Option shall not be granted to any person who is not an Employee
of the Company or a parent or subsidiary (within the meaning of section 424(f)
of the Code).

         6. Restricted Stock Grants

         The Committee may issue or transfer shares of Company Stock to an
Employee, Non-Employee Director or Key Advisor under a Grant of Restricted
Stock, upon such terms as the Committee deems appropriate. The following
provisions are applicable to Restricted Stock:

         6.1. General Requirements. Shares of Company Stock issued or
transferred pursuant to Restricted Stock Grants may be issued or transferred for
consideration or for no consideration, and subject to restrictions or no
restrictions, as determined by the Committee. The Committee may establish
conditions under which restrictions on shares of Restricted Stock shall lapse
over a period of time or according to such other criteria as the Committee deems
appropriate. The period of time during which the Restricted Stock will remain
subject to restrictions will be designated in the Grant Instrument as the
"Restriction Period."

         6.2. Number of Shares. The Committee shall determine the number of
shares of Company Stock to be issued or transferred pursuant to a Restricted
Stock Grant and the restrictions applicable to such shares.

         6.3. Requirement of Employment or Service. If the Grantee ceases to be
employed by, or provide service to, the Company (as defined in Section 5(e))
during a period designated in the Grant Instrument as the Restriction Period, or
if other specified conditions are not met, the Restricted Stock Grant shall
terminate as to all shares covered by the Grant as to which the restrictions
have not lapsed, and those shares of Company Stock must be immediately returned
to the Company. The Committee may, however, provide for complete or partial
exceptions to this requirement as it deems appropriate.

         6.4. Restrictions on Transfer and Legend on Stock Certificate. During
the Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Restricted Stock except to a Successor
Grantee under Section 8(a). Each certificate for a share of Restricted Stock
shall contain a legend giving appropriate notice of the restrictions in the
Grant. The Grantee shall be entitled to have the legend removed from the stock
certificate covering the shares subject to restrictions when all restrictions on
such shares have lapsed. The Committee may determine that the Company will not
issue certificates for shares of Restricted Stock until all restrictions on such
shares have lapsed, or that the Company will retain possession of certificates
for shares of Restricted Stock until all restrictions on such shares have
lapsed.

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         6.5. Right to Vote and to Receive Dividends. During the Restriction
Period, the Grantee shall have the right to vote shares of Restricted Stock and
to receive any dividends or other distributions paid on such shares, subject to
any restrictions deemed appropriate by the Committee.

         6.6. Lapse of Restrictions. All restrictions imposed on Restricted
Stock shall lapse upon the expiration of the applicable Restriction Period and
the satisfaction of all conditions imposed by the Committee. The Committee may
determine, as to any or all Restricted Stock Grants, that the restrictions shall
lapse without regard to any Restriction Period.

         6.7. Section 83(b) Election. Provided that the Committee has not
prohibited such Grantee from making the following election, if a Grantee shall,
in connection with any grant of Restricted Stock make the election permitted
under section 83(b) of the Code (i.e., an election to include in such Grantee's
gross income in the year of transfer the amounts specified in section 83(b) of
the Code), such Grantee shall notify the Committee of such election within ten
(10) days of filing notice of the election with the Internal Revenue Service, in
addition to any filing and notification required pursuant to regulations issued
under the authority of section 83(b) of the Code.

         7. Withholding of Taxes

         7.1. Required Withholding. All Grants under the Plan shall be subject
to applicable federal (including FICA), state and local tax withholding
requirements. As a condition to the delivery of shares of Company Stock obtained
pursuant to the exercise of receipt of a Grant, the Company shall require that
the Grantee or other person receiving or exercising Grants pay to the Company
the amount of any federal, state or local taxes that the Company is required to
withhold with respect to such Grants, or the Company may deduct from other wages
paid by the Company the amount of any withholding taxes due with respect to such
Grants.

         7.2. Election to Withhold Shares. If the Committee so permits, a
Grantee may irrevocably elect prior to the date on which the payment of
withholding tax amounts is due to satisfy the Company's income tax withholding
obligation with respect to a Grant by having shares withheld up to an amount
that does not exceed the Grantee's minimum applicable withholding tax rate for
federal (including FICA), state and local tax liabilities. The election must be
in a form and manner prescribed by the Committee and may be subject to the prior
approval of the Committee. Moreover, such election may not be made to the extent
that it would result in adverse accounting consequences to the Company with
respect to the withheld shares.

         8. Transferability of Grants

         8.1. Nontransferability of Grants. Except as provided below, only the
Grantee may exercise rights under a Grant during the Grantee's lifetime. A
Grantee may not transfer those rights except by will or by the laws of descent
and distribution or, with respect to Grants other than Incentive Stock Options,
if permitted in any specific case by the Committee, pursuant to a domestic
relations order (as defined under the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the regulations thereunder). When a
Grantee dies, the personal representative or other person entitled to succeed to
the rights of the Grantee ("Successor Grantee") may exercise such rights. A
Successor Grantee must furnish proof satisfactory to the Company of

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his or her right to receive the Grant under the Grantee's will or under the
applicable laws of descent and distribution.

         8.2. Transfer of Nonqualified Stock Options. Notwithstanding the
foregoing, the Committee may provide, in a Grant Instrument, that a Grantee may
transfer Nonqualified Stock Options to family members, or one or more trusts or
other entities for the benefit of or owned by family members, consistent with
applicable securities laws, according to such terms as the Committee may
determine; provided that the Grantee receives no consideration for the transfer
of an Option and the transferee agrees that the transferred Option shall
continue to be subject to the same terms and conditions as were applicable to
the Option immediately before the transfer.

         9. Change of Control of the Company

         As used herein, a "Change of Control" shall be deemed to have occurred
if:

         9.1. Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) (other than persons who are stockholders on the effective date
of the Plan) becomes a "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
more than 50% of the voting power of the then outstanding securities of the
Company; provided that a Change of Control shall not be deemed to occur as a
result of a change of ownership resulting from the death of a stockholder, and a
Change of Control shall not be deemed to occur as a result of a transaction in
which the Company becomes a subsidiary of another corporation and in which the
stockholders of the Company, immediately prior to the transaction, will
beneficially own, immediately after the transaction, shares entitling such
stockholders to more than 50% of all votes to which all stockholders of the
parent corporation would be entitled in the election of directors (without
consideration of the rights of any class of stock to elect directors by a
separate class vote); or

         9.2. The stockholders of the Company approve (or, if stockholder
approval is not required, the Board approves) an agreement providing for (i) the
merger or consolidation of the Company with another corporation where the
stockholders of the Company, immediately prior to the merger or consolidation,
will not beneficially own, immediately after the merger or consolidation, shares
entitling such stockholders to more than 50% of all votes to which all
stockholders of the surviving corporation would be entitled in the election of
directors (without consideration of the rights of any class of stock to elect
directors by a separate class vote), (ii) the sale or other disposition of all
or substantially all of the assets of the Company, or (iii) a liquidation or
dissolution of the Company.

         10. Consequences of a Change of Control

         10.1. Notice and Acceleration. Upon a Change of Control, unless the
Board determines otherwise, (i) the Company shall provide each Grantee with
outstanding Grants written notice of such Change of Control, (ii) outstanding
Options shall automatically accelerate and become fully exercisable and (iii)
the restrictions and conditions on outstanding Restricted Stock shall
immediately lapse.

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         10.2. Assumption of Grants. Upon a Change of Control where the Company
is not the surviving corporation (or survives only as a subsidiary of another
corporation), unless the Committee determines otherwise, all outstanding Options
that are not exercised shall be assumed by, or replaced with comparable options
granted by, the surviving corporation.

         10.3. Other Alternatives. Notwithstanding the foregoing, subject to
subsection (d) below, in the event of a Change of Control, the Committee may
take any of the following actions: the Committee may (i) require that Grantees
surrender their outstanding Options in exchange for a payment by the Company, in
cash or Company Stock as determined by the Committee, in an amount equal to the
amount by which the then Fair Market Value of the shares of Company Stock
subject to the Grantee's unexercised Options exceeds the Exercise Price of the
Options, (ii) after giving Grantees an opportunity to exercise their outstanding
Options, terminate any or all unexercised Options at such time as the Committee
deems appropriate, or (iii) determine that all outstanding Options shall
automatically accelerate and become fully exercisable and that the restrictions
and conditions on outstanding Restricted Stock shall immediately lapse. Such
surrender or termination shall take place as of the date of the Change of
Control or such other date as the Committee may specify.

         10.4. Limitations. Notwithstanding anything in the Plan to the
contrary, in the event of a Change of Control, the Committee shall not have the
right to take any actions described in the Plan (including without limitation
actions described in Subsection (c) above) that would make the Change of Control
ineligible for pooling of interests accounting treatment or that would make the
Change of Control ineligible for desired tax treatment if, in the absence of
such right, the Change of Control would qualify for such treatment and the
Company intends to use such treatment with respect to the Change of Control.

         11. Requirements for Issuance or Transfer of Shares

         11.1. Limitations on Issuance or Transfer of Shares.

              11.1.1. No Company Stock shall be issued or transferred in
connection with any Grant hereunder unless and until all legal requirements
applicable to the issuance or transfer of such Company Stock have been complied
with to the satisfaction of the Committee. The Committee shall have the right to
condition any Grant made to any Grantee hereunder on such Grantee's undertaking
in writing to comply with such restrictions on his or her subsequent disposition
of such shares of Company Stock as the Committee shall deem necessary or
advisable, and certificates representing such shares may be legended to reflect
any such restrictions. Certificates representing shares of Company Stock issued
or transferred under the Plan will be subject to such stop-transfer orders and
other restrictions as may be required by applicable laws, regulations and
interpretations, including any requirement that a legend be placed thereon.

              11.1.2. If based upon the opinion of counsel to the Company, the
Committee determines that the exercise of any Options would violate any
applicable provision of (a) state or federal securities law or (b) the listing
requirements of any securities exchange registered under the Securities Exchange
Act of 1934 (the "Exchange Act") on which are listed any of the Company's equity
securities, then the Committee may postpone any such exercise; provided,
however, that the

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Company shall use its best efforts to cause such exercise to comply with all
such provisions at the earliest practicable date; and provided further, that the
Committee's authority under this Section 11(a)(ii) shall expire from and after
the date of any Change of Control.

              11.1.3. With respect to officers, directors and 10% stockholders
of the Company subject to Section 16 of the Exchange Act, transactions under the
Plan are intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act. To the extent any provision of the Plan or
action by the Board or the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Board and
the Committee.

         11.2. Lock-Up Period. If so requested by the Company or any
representative of the underwriters (the "Managing Underwriter") in connection
with any registration of the offering of any securities of the Company under the
Securities Act of 1933, as amended (the "Securities Act"), a Grantee (including
any successor or assigns) shall not sell or otherwise transfer any shares or
other securities of the Company during the 180-day period following the
effective date of a registration statement of the Company filed under the
Securities Act (or such other period as may be requested in writing by the
Managing Underwriter and agreed to in writing by the Company) (the "Market
Standoff Period"). Such restriction shall apply only to the first registration
statement of the Company to become effective under the Securities Act that
includes securities to be sold on behalf of the Company to the public in an
underwritten public offering under the Securities Act. The Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such Market Standoff Period.

         12. Substituted Options. If the Committee cancels, with the consent of
a Grantee, any Option granted under the Plan, and a new Option is substituted
therefor, then the Committee may, in its discretion, provide that the grant date
of the canceled Option shall be the date used to determine the earliest date or
dates for exercising or disposing of the new substituted Option under Section
5(d) hereof so that the Grantee may exercise or dispose of the substituted
Option at the same time as if the Grantee had held the substituted Option since
the grant date of the canceled Option; provided, however, that no Grantee who
for purposes of Section 16 of the Act is treated as an officer, director or 10%
stockholder of the Company may dispose of a substituted Exchange Option, within
less than six months after the grant date (calculated without reference to this
Section 12).

         13. Amendment and Termination of the Plan

         13.1. Amendment. The Board may amend or terminate the Plan at any time;
provided, however, that the Board shall not amend the Plan without stockholder
approval if such approval is required in order for Incentive Stock Options
granted or to be granted under the Plan to meet the requirements of section 422
of the Code or such approval is required in order to exempt compensation under
the Plan from the deduction limit under section 162(m) of the Code.

         13.2. Termination of Plan. The Plan shall terminate on the day
immediately preceding the tenth anniversary of its effective date, unless the
Plan is terminated earlier by the Board or is extended by the Board with the
approval of the stockholders.

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<PAGE>

         13.3. Termination and Amendment of Outstanding Grants. A termination or
amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents or unless the Board
acts under Section 19(b). The termination of the Plan shall not impair the power
and authority of the Board with respect to an outstanding Grant. Whether or not
the Plan has terminated, an outstanding Grant may be terminated or amended under
Section 19(b) or may be amended by agreement of the Company and the Grantee
consistent with the Plan.

         13.4. Governing Document. The Plan shall be the controlling document.
No other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.

         14. Funding of the Plan

         This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under this Plan. In no event shall
interest be paid or accrued on any Grant, including unpaid installments of
Grants.

         15. Rights of Participants

         Nothing in this Plan shall entitle any Employee, Key Advisor,
Non-Employee Director or other person to any claim or right to be granted a
Grant under this Plan. Neither this Plan nor any action taken hereunder shall be
construed as giving any individual any rights to be retained by or in the employ
of the Company or any other employment rights or to limit the Company's right or
the right of any of its subsidiaries to modify, amend or terminate any of its
employee benefit plans.

         16. No Fractional Shares

         No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan or any Grant. The Committee shall determine whether cash,
other awards or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.

         17. Headings

         Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.

         18. Effective Date of the Plan

         Subject to approval by the Company's stockholders, the Plan shall be
effective on and as of February 1, 2000.

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<PAGE>

         19. Miscellaneous

         19.1. Grants in Connection with Corporate Transactions and Otherwise.

         Nothing contained in this Plan shall be construed to (i) limit the
right of the Committee to make Grants under this Plan in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business or assets of any corporation, firm or association, including Grants to
employees thereof who become Employees of the Company, or for other proper
corporate purposes, or (ii) limit the right of the Company to grant stock
options or make other awards outside of this Plan. Without limiting the
foregoing, the Committee may make a Grant to an employee of another corporation
who becomes an Employee by reason of a corporate merger, consolidation,
acquisition of stock or property, reorganization or liquidation involving the
Company or any of its subsidiaries in substitution for a stock option or
restricted stock grant made by such corporation. The terms and conditions of the
substitute grants may vary from the terms and conditions required by the Plan
and from those of the substituted stock incentives. The Committee shall
prescribe the provisions of the substitute grants.

         19.2. Compliance with Law. The Plan, the exercise of Options and the
obligations of the Company to issue or transfer shares of Company Stock under
Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect to persons
subject to section 16 of the Exchange Act, it is the intent of the Company that
the Plan and all transactions under the Plan comply with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act. In addition,
it is the intent of the Company that the Plan and applicable Grants under the
Plan comply with the applicable provisions of section 162(m) of the Code and
section 422 of the Code. To the extent that any legal requirement of section 16
of the Exchange Act or section 162(m) or 422 of the Code as set forth in the
Plan ceases to be required under section 16 of the Exchange Act or section
162(m) or 422 of the Code, that Plan provision shall cease to apply. The
Committee may revoke any Grant if it is contrary to law or modify a Grant to
bring it into compliance with any valid and mandatory government regulation. The
Committee may also adopt rules regarding the withholding of taxes on payments to
Grantees. The Committee may, in its sole discretion, agree to limit its
authority under this Section.

         19.3. Governing Law. The validity, construction, interpretation and
effect of the Plan and Grant Instruments issued under the Plan shall be governed
and construed by and determined in accordance with the laws of the State of
Delaware, without giving effect to the conflict of laws provisions thereof.

         19.4. Stockholder Rights. A Grantee shall not, by reason of any Option
granted hereunder, have any right as a stockholder of the Company with respect
to the shares of Company Stock which may be deliverable upon exercise of such
Option until such shares have been delivered to him or her.

         19.5. Nature of Payments. Any and all grants of Options, payments of
cash, or deliveries of shares of Company Stock hereunder shall constitute
special incentive payments to the Grantee and shall not b taken into account in
computing the amount of salary or compensation of the Grantee for the purposes
of determining any pension, retirement, death or other benefits under any
pension, retirement, profit-sharing, bonus, life insurance or other employee
benefit plan of the Company or

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<PAGE>

any of its subsidiaries or any agreement between the Company or any subsidiary,
on the one hand, and the Grantee, on the other hand, except as such plan or
agreement shall otherwise expressly provide.

         19.6. Non-Uniform Determinations. The Committee's determination under
the Plan need not be uniform and may be made by the Committee selectively among
persons who receive, or are eligible to receive, Grants under the Plan (whether
or not such persons are similarly situated).

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