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                                                                    EXHIBIT 10.4

                        TELESERVICES HOLDINGS CORPORATION

                                 1998 STOCK PLAN

                            ADOPTED ON JUNE __, 1998
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                                TABLE OF CONTENTS

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                                                                                                          PAGE NO.
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SECTION 1.  ESTABLISHMENT AND PURPOSE...................................................................    1

SECTION 2.  ADMINISTRATION 1
   (a)       Committees of the Board of Directors.......................................................    1
   (b)       Authority of the Board of Directors........................................................    1
   (a)       General Rule...............................................................................    2
   (b)       Ten-Percent Stockholders...................................................................    2

SECTION 4.  STOCK SUBJECT TO PLAN.......................................................................    2
   (a)       Basic Limitation...........................................................................    2
   (b)       Additional Shares..........................................................................    2

SECTION 5.  TERMS AND CONDITIONS OF AWARDS OR SALES.....................................................    3
   (a)       Stock Purchase Agreement...................................................................    3
   (b)       Duration of Offers and Nontransferability of Rights........................................    3
   (c)       Purchase Price.............................................................................    3
   (d)       Withholding Taxes..........................................................................    4
   (e)       Restrictions on Transfer of Shares and Minimum Vesting.....................................    4
   (f)       Accelerated Vesting........................................................................    4

SECTION 6.  TERMS AND CONDITIONS OF OPTIONS.............................................................    5
   (a)       Stock Option Agreement.....................................................................    5
   (b)       Number of Shares...........................................................................    5
   (c)       Exercise Price.............................................................................    5
   (d)       Withholding Taxes..........................................................................    5
   (e)       Exercisability.............................................................................    6
   (f)       Accelerated Exercisability.................................................................    6
   (g)       Basic Term.................................................................................    6
   (h)       Nontransferability.........................................................................    6
   (i)       Termination of Service (Except by Death)...................................................    7
   (j)       Leaves of Absence..........................................................................    8
   (k)       Death of Optionee..........................................................................    8
   (l)       No Rights as a Stockholder.................................................................    8
   (m)       Modification, Extension and Assumption of Options..........................................    8
   (n)       Restrictions on Transfer of Shares and Minimum Vesting.....................................    9
   (o)       Accelerated Vesting........................................................................    9
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SECTION 7.  PAYMENT FOR SHARES..........................................................................   10
   (a)       General Rule...............................................................................   10
   (b)       Surrender of Stock.........................................................................   10
   (c)       Services Rendered..........................................................................   10
   (d)       Promissory Note............................................................................   10
   (e)       Exercise/Sale..............................................................................   11
   (f)       Exercise/Pledge............................................................................   11

SECTION 8.  ADJUSTMENT OF SHARES........................................................................   11
   (a)       General....................................................................................   11
   (b)       Mergers and Consolidations.................................................................   12
   (c)       Reservation of Rights......................................................................   12

SECTION 9.  SECURITIES LAW REQUIREMENTS.................................................................   13
   (a)       General....................................................................................   13
   (b)       Financial Reports..........................................................................   13

SECTION 10.  NO RETENTION RIGHTS........................................................................   13

SECTION 11.  DURATION AND AMENDMENTS....................................................................   13
   (a)       Term of the Plan...........................................................................   13
   (b)       Right to Amend or Terminate the Plan.......................................................   14
   (c)       Effect of Amendment or Termination.........................................................   14

SECTION 12.  DEFINITIONS ...............................................................................   14

SECTION 13.  EXECUTION .................................................................................   17
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                TELESERVICES HOLDINGS CORPORATION 1998 STOCK 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, or
to increase such interest, by purchasing Shares of the Company's Stock. The Plan
provides both for the direct award or sale of Shares and 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 12.

SECTION 2.  ADMINISTRATION.

                  (a) Committees of the Board of Directors. The Plan may be
administered by one or more Committees. Each Committee shall consist of one or
more members of the Board of Directors who have been appointed by the Board of
Directors. Each Committee shall have such authority and be responsible for such
functions as the Board of Directors has assigned to it. If no Committee has been
appointed, the entire Board of Directors shall administer the Plan. Any
reference to the Board of Directors in the Plan shall be construed as a
reference to the Committee (if any) to whom the Board of Directors has assigned
a particular function.

                  (b) Authority of the Board of Directors. 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 Purchasers, all
Optionees and all persons deriving their rights from a Purchaser or Optionee.

SECTION 3.  ELIGIBILITY.

                  (a) General Rule. Only Employees, Outside Directors and
Consultants shall be eligible for the grant of Options or the direct award or
sale of Shares. Only Employees shall be eligible for the grant of ISOs.

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                  (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, its Parent or any of its Subsidiaries shall not be eligible for
designation as an Optionee or Purchaser unless (i) the Exercise Price is at
least 1 10% of the Fair Market Value of a Share on the date of grant, (ii) the
Purchase Price (if any) is at least 100% of the Fair Market Value of a Share and
(iii) in the case of an ISO, 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 or other
rights to acquire Shares) shall not exceed 1,689,500 Shares, subject to
adjustment pursuant to Section 8. The number of Shares that are subject to
Options or other rights 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.

                  (b) Additional Shares. In the event that any outstanding
Option or other right 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 1,689,500 Shares (subject to adjustment pursuant to Section 8).

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SECTION 5.  TERMS AND CONDITIONS OF AWARDS OR SALES.

                  (a) Stock Purchase Agreement. Each award or sale of Shares
under the Plan (other than upon exercise of an Option) shall be evidenced by a
Stock Purchase Agreement between the Purchaser and the Company. Such award or
sale 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
Purchase Agreement. The provisions of the various Stock Purchase Agreements
entered into under the Plan need not be identical.

                  (b) Duration of Offers and Nontransferability of Rights. Any
right to acquire Shares under the Plan (other than an Option) shall
automatically expire if not exercised by the Purchaser within 30 days after the
grant of such right was communicated to the Purchaser by the Company. Such right
shall not be transferable and shall be exercisable only by the Purchaser to whom
such right was granted.

                  (c) Purchase Price. The Purchase Price of Shares to be offered
under the Plan shall not be less than 85% of the Fair Market Value of such
Shares, and a higher percentage may be required by Section 3(b). Subject to the
preceding sentence, the Purchase Price shall be determined by the Board of
Directors at its sole discretion. The Purchase Price shall be payable in a form
described in Section 7.

                  (d) Withholding Taxes. As a condition to the purchase of
Shares, the Purchaser 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 purchase.

                  (e) Restrictions on Transfer of Shares and Minimum Vesting.
Any Shares awarded or sold under the Plan 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 Purchase Agreement and shall apply in addition to any
restrictions that may apply to holders of Shares generally. In the case of a
Purchaser who is not an officer of the Company, an Outside Director or a
Consultant, any right to repurchase the Purchaser's Shares at the original
Purchase Price (if any) upon termination of the Purchaser's Service shall lapse
at least as rapidly as 20% per year over the five-year period commencing on the
date of the award or sale of the Shares. Any such right may be exercised only
within 90 days after the termination of the Purchaser's Service for cash or for
cancellation of indebtedness incurred in purchasing the Shares.

                  (f) Accelerated Vesting. Unless the applicable Stock Purchase
Agreement provides otherwise, any right to repurchase a Purchaser's Shares at
the original Purchase Price (if any) upon termination of the Purchaser's Service
shall lapse and all of such Shares shall become vested if (i) the Company is
subject to a Change in Control before the Purchaser's Service terminates and
(ii) the repurchase right is not assigned to the entity that employs the
Purchaser immediately after the Change in Control or to its parent or
subsidiary.

SECTION 6.  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 8. The Stock Option
Agreement shall also specify whether the Option is an ISO or a Nonstatutory
Option.

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                  (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 a Share on the date of
grant, and a higher percentage may be required by Section 3(b). Subject to the
preceding two sentences, the Exercise Price under any 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 7.

                  (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
the case of an Optionee who is not an officer of the Company, an Outside
Director or a Consultant, an Option shall become exercisable at least as rapidly
as 20% per year over the five-year period commencing on the date of grant.
Subject to the preceding sentence, the exercisability provisions of any Stock
Option Agreement shall be determined by the Board of Directors at its sole
discretion.

                  (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.

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                  (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 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.

                  (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) Termination of Service (Except by Death). If an Optionee's
Service terminates for any reason other than the Optionee's death, then the
Optionee's Options shall expire on the earliest of the following occasions:

                            (i) The expiration date determined pursuant to
         Subsection (g) above;

                            (ii) The date three months after the termination of
         the Optionee s Service for any reason other than Disability, or such
         later date as the Board of Directors may determine; or

                           (iii) The date six months after the termination of
         the Optionee's Service by reason of Disability, or such later date as
         the Board of Directors may determine.

The Optionee may exercise all or part of the Optionee's Options at any time
before the expiration of such Options under the preceding sentence, but only to
the extent that such Options had become exercisable before the Optionee's
Service terminated (or became exercisable as a result of the termination) and
the underlying Shares had vested before the Optionee's Service terminated (or
vested as a result of the termination). The balance of such Options shall lapse
when the Optionee's Service terminates. In the event that the

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Optionee dies after the termination of the Optionee's Service but before the
expiration of the Optionee's Options, all or part of such Options may be
exercised (prior to expiration) by the executors or administrators of the
Optionee's estate or by any person who has acquired such Options directly from
the Optionee by beneficiary designation, bequest or inheritance, but only to the
extent that such Options had become exercisable before the Optionee's Service
terminated (or became exercisable as a result of the termination) and the
underlying Shares had vested before the Optionee's Service terminated (or vested
as a result of the termination).

                  (j) Leaves of Absence. For purposes of Subsection (i) above,
Service shall be deemed to continue while the Optionee is on a bona fide leave
of absence, if such leave was approved by the Company in writing and if
continued crediting of Service for this purpose is expressly required by the
terms of such leave or by applicable law (as determined by the Company).

                  (k) Death of Optionee. If an Optionee dies while the Optionee
is in Service, then the Optionee's Options shall expire on the earlier of the
following dates:

                           (i) The expiration date determined pursuant to
                  Subsection (g) above; or

                           (ii) The date 12 months after the Optionee's death.

All or part of the Optionee's Options may be exercised at any time before the
expiration of such Options under the preceding sentence by the executors or
administrators of the Optionee's estate or by any person who has acquired such
Options directly from the Optionee by beneficiary designation, bequest or
inheritance, but only to the extent that such Options had become exercisable
before the Optionee's death or became exercisable as a result of the death. The
balance of such Options shall lapse when the Optionee dies.

                  (l) 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

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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.

                  (m) 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.

                  (n) Restrictions on Transfer of Shares and Minimum Vesting.
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 applicable Stock Option Agreement and shall apply in
addition to any restrictions that may apply to holders of Shares generally. In
the case of an Optionee who is not an officer of the Company, an Outside
Director or a Consultant:

                             (i) Any right to repurchase the Optionee's Shares
         at the original Exercise Price upon termination of the Optionee's
         Service shall lapse at least as rapidly as 20% per year over the
         five-year period commencing on the date of the option grant;

                           (ii) Any such right may be exercised only for cash or
         for cancellation of indebtedness incurred in purchasing the Shares; and

                           (iii) Any such right may be exercised only within 90
         days after the later of (A) the termination of the Optionee's Service
         or (B) the date of the option exercise.

                  (o) Accelerated Vesting. Unless the applicable Stock Option
Agreement provides otherwise, any right to

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repurchase an Optionee's Shares at the original Exercise Price upon termination
of the Optionee's Service shall lapse and all of such Shares shall become vested
if (i) the Company is subject to a Change in Control before the Optionee's
Service terminates and (ii) the repurchase right is not assigned to the entity
that employs the Optionee immediately after the Change in Control or to its
parent or subsidiary.

SECTION 7.  PAYMENT FOR SHARES.

                  (a) General Rule. The entire Purchase Price or Exercise Price
of Shares 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 7.

                  (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. 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) Services Rendered. At the discretion of the Board of
Directors, Shares may be awarded under the Plan in consideration of services
rendered to the Company, a Parent or a Subsidiary prior to the award. At the
discretion of the Board of Directors, Shares may also be awarded under the Plan
in consideration of services to be rendered to the Company, a Parent or a
Subsidiary after the award, except that the par value of such Shares, if newly
issued, shall be paid in cash, cash equivalents or services rendered to the
Company, a Parent or a Subsidiary prior to the award.

                  (d) Promissory Note. To the extent that a Stock Option
Agreement or Stock Purchase Agreement so provides, all or a portion of the
Exercise Price or Purchase Price (as the case may be) of Shares issued under the
Plan may be paid

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with a full-recourse promissory note. However, the par value of such Shares, if
newly issued, shall be paid in cash, cash equivalents or services rendered to
the Company, a Parent or a Subsidiary prior to the award. 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.

                  (e) 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.

                  (f) 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.

SECTION 8.  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

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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 such outstanding Options
         without payment of any consideration.

                  (c) Reservation of Rights. Except as provided in this Section
8, 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.

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SECTION 9.  SECURITIES LAW REQUIREMENTS.

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

                  (b) Financial Reports. The Company each year shall furnish to
Optionees, Purchasers and stockholders who have received Stock under the Plan
its balance sheet and income statement, unless such Optionees, Purchasers or
stockholders are key Employees whose duties with the Company assure them access
to equivalent information. Such balance sheet and income statement need not be
audited.

SECTION 10.  NO RETENTION RIGHTS.

                  Nothing in the Plan or in any right or Option granted under
the Plan shall confer upon the Purchaser or 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 Parent or Subsidiary
employing or retaining the Purchaser or Optionee) or of the Purchaser or
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 11.  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. In the event that the
stockholders fail to approve the Plan within 12 months after its adoption by the
Board of Directors, any grants of Options or sales or awards of Shares that have
already occurred shall be rescinded, and no additional grants, sales or awards
shall be made thereafter under the Plan. 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.

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                  (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 8), 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 12.  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 persons who were not stockholders of the Company
         immediately prior to such merger, consolidation or other reorganization
         own immediately after such merger, consolidation or other
         reorganization 50% or more of the voting power of the outstanding
         securities of each of (A) the continuing or surviving entity and (B)
         any parent corporation of such continuing or surviving entity; or

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

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

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who held the Company's securities immediately before such transaction.

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

                  (d) "Committee" shall mean a committee of the Board of
Directors, as described in Section 2(a).

                  (e) "Company" shall mean Teleservices Holdings Corporation, a
Delaware corporation.

                  (f) "Consultant" shall mean a person who performs bona fide
services for the Company, a Parent or a Subsidiary as a consultant or advisor,
excluding Employees and Outside Directors.

                  (g) "Disability" shall mean that the Optionee is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment.

                  (h) "Employee" shall mean any individual who is a common-law
employee of the Company, a Parent or a Subsidiary.

                  (i) "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.

                  (j) "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.

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

                  (l) "Nonstatutory Option" shall mean a stock option not
described in Sections 422(b) or 423(b) of the Code.

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

                  (n)  "Optionee" shall mean an individual who holds an Option.

                  (o) "Outside Director" shall mean a member of the Board of
Directors who is not an Employee.

                  (p) "Parent" shall mean any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company, if each
of the corporations other than the Company 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 Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.

                  (q) "Plan" shall mean this Teleservices Holdings Corporation
1998 Stock Plan.

                  (r) "Purchase Price" shall mean the consideration for which
one Share may be acquired under the Plan (other than upon exercise of an
Option), as specified by the Board of Directors.

                  (s) "Purchaser" shall mean an individual to whom the Board of
Directors has offered the right to acquire Shares under the Plan (other than
upon exercise of an Option).

                  (t) "Service" shall mean service as an Employee, Outside
Director or Consultant.

                  (u) "Share" shall mean one share of Stock, as adjusted in
accordance with Section 8 (if applicable).

                  (v) "Stock" shall mean the Common Stock of the Company, with a
par value of $0.001 per Share.

                  (w) "Stock Option Agreement" shall mean the agreement between
the Company and an Optionee which contains

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the terms, conditions and restrictions pertaining to the Optionee's Option.

                  (x) "Stock Purchase Agreement" shall mean the agreement
between the Company and a Purchaser who acquires Shares under the Plan which
contains the terms, conditions and restrictions pertaining to the acquisition of
such Shares.

                  (y) "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company, if
each of the 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 13.  EXECUTION.

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

                                             TELESERVICES HOLDINGS CORPORATION


                                             By:
                                                --------------------------------
                                             Title:
                                                   -----------------------------

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