EXHIBIT 10.1

                                 DAG Media, INC.
                        1999 STOCK OPTION PLAN AS AMENDED

      1. Purpose; Types of Awards; Construction.

      The purpose of the DAG Media,  Inc. 1999 Stock Option Plan (the "Plan") is
to align the  interests  of  officers,  other  key  employees,  consultants  and
non-employee  directors of DAG Media,  Inc. (the "Company") and its subsidiaries
with those of the  shareholders  of the Company,  to afford an incentive to such
officers, employees,  consultants and directors to continue as such, to increase
their  efforts  on behalf of the  Company  and to  promote  the  success  of the
Company's business. To further such purposes, the Committee may grant options to
purchase  Common Shares.  The provisions of the Plan are intended to satisfy the
requirements  of Section  16(b) of the  Securities  Exchange  Act of 1934 and of
Section  162(m) of the Internal  Revenue Code of 1986, as amended,  and shall be
interpreted in a manner  consistent  with the  requirements  thereof,  as now or
hereafter construed, interpreted and applied by regulations, rulings and cases.

      2. Definitions.

      As used in this  Plan,  the  following  words and  phrases  shall have the
meanings indicated below:

                  (a) "Agreement"  shall mean a written  agreement  entered into
between the Company and an Optionee in connection with an award under the Plan.

                  (b) "Board" shall mean the Board of Directors of the Company.

                  (c) "Cause" when used in connection with the termination of an
Optionee's  employment by the Company or the cessation of an Optionee's  service
as a consultant or a member of the Board,  shall mean (i) the  conviction of the
Optionee for the commission of a felony,  (ii) the willful and continued failure
by the  Optionee  substantially  to perform  his duties and  obligations  to the
Company  or a  Subsidiary  (other  than  any  such  failure  resulting  from his
incapacity due to physical or mental illness),  or (iii) the willful engaging by
the Optionee in misconduct  that is  demonstrably  injurious to the Company or a
Subsidiary.  For purposes of this Section 2(c), no act, or failure to act, on an
Optionee's  part shall be  considered  "willful"  unless done,  or omitted to be
done, by the Optionee in bad faith and without reasonable belief that his action
or  omission  was in the best  interest  of the  Company.  The  Committee  shall
determine  whether a termination  of employment is for Cause for purposes of the
Plan.

                  (d) "Change in Control" shall mean the occurrence of the event
set forth in any of the following paragraphs:

                        (i) any Person  (as  defined  below) is or  becomes  the
      beneficial  owner (as defined in Rule 13d-3 under the Securities  Exchange
      Act of 1934,  as amended),  directly or  indirectly,  of securities of the
      Company (not including in the securities beneficially owned by such Person
      any  securities  acquired  directly from the Company or its  subsidiaries)
      representing  50% or more of the combined  voting  power of the  Company's
      then outstanding securities; or

                        (ii) the following  individuals  cease for any reason to
      constitute a majority of the number of directors then serving: individuals
      who, on the date hereof,  constitute the Board and any new director (other
      than a director whose initial  assumption of office is in connection  with
      an actual or threatened  election contest,  including but not limited to a
      consent  solicitation,  relating  to  the  election  of  directors  of the
      Company)  whose  appointment  or election by the Board or  nomination  for
      election by the Company's  shareholders  was approved or  recommended by a
      vote of at least  two-thirds  (2/3) of the directors  then still in office
      who  either  were  directors  on the date  hereof  or  whose  appointment,
      election  or  nomination  for  election  was  previously  so  approved  or
      recommended; or


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                        (iii) there is consummated a merger or  consolidation of
      the  Company or a direct or  indirect  subsidiary  thereof  with any other
      corporation,  other than (A) a merger or consolidation  which would result
      in the voting securities of the Company  outstanding  immediately prior to
      such merger or consolidation  continuing to represent (either by remaining
      outstanding or by being converted into voting  securities of the surviving
      entity or any parent  thereof),  in combination  with the ownership of any
      trustee or other fiduciary  holding  securities  under an employee benefit
      plan of the  Company,  at least 50% of the  combined  voting  power of the
      securities of the Company or such  surviving  entity or any parent thereof
      outstanding  immediately  after  such  merger or  consolidation,  or (B) a
      merger or consolidation  effected to implement a  recapitalization  of the
      Company  (or  similar  transaction)  in which no Person is or becomes  the
      beneficial  owner,  directly or  indirectly,  of securities of the Company
      (not  including in the  securities  beneficially  owned by such Person any
      securities  acquired  directly  from  the  Company  or  its  subsidiaries)
      representing  50% or more of the combined  voting  power of the  Company's
      then outstanding securities; or

                        (iv) the  shareholders  of the Company approve a plan of
      complete liquidation or dissolution of the Company or there is consummated
      an  agreement  for  the  sale  or  disposition  by the  Company  of all or
      substantially  all  of  the  Company's  assets,   other  than  a  sale  or
      disposition  by the Company of all or  substantially  all of the Company's
      assets to an  entity,  at least 50% of the  combined  voting  power of the
      voting  securities of which are owned by Persons in substantially the same
      proportions as their  ownership of the Company  immediately  prior to such
      sale.

            For purposes of this Section 2(d),  "Person"  shall have the meaning
given in Section  3(a)(9) of the Exchange  Act, as modified and used in Sections
13(d) and 14(d) thereof, except that such term shall not include (i) the Company
or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its subsidiaries,  (iii)
an underwriter  temporarily  holding securities  pursuant to an offering of such
securities,  or  (iv)  a  corporation  owned,  directly  or  indirectly,  by the
shareholders  of the  Company in  substantially  the same  proportions  as their
ownership of stock of the Company.

                  (e) "Code"  shall mean the Internal  Revenue Code of 1986,  as
amended from time to time.

                  (f)  "Committee"  shall mean a  committee  established  by the
Board to administer the Plan.

                  (g) "Common  Shares" shall mean the common  shares,  par value
$0.001 per share, of the Company.

                  (h)  "Company"  shall  mean DAG  Media,  Inc.,  a  corporation
organized under the laws of the State of Delaware, or any successor corporation.

                  (i) "Disability" shall mean an Optionee's inability to perform
his  duties  with  the  Company  or on the  Board  by  reason  of any  medically
determinable  physical  or  mental  impairment,  as  determined  by a  physician
selected by the Optionee and acceptable to the Company.

                  (j) "Exchange Act" shall mean the  Securities  Exchange Act of
1934,  as  amended  from  time  to  time,  and as now  or  hereafter  construed,
interpreted and applied by regulations, rulings and cases.

                  (k) "Fair  Market  Value"  per share as of a  particular  date
shall mean (i) if the Common  Shares  are then  listed on a national  securities
exchange,  the closing sales price per Common Shares on the national  securities
exchange  on  which  the  Common  Shares  are  principally  traded  for the last
preceding date on which there was a sale of such Common Shares on such exchange,
or (ii) if the Common Shares are then traded in an over-the-counter  market, the
closing bid price for the Common Shares in such over-the-counter  market for the
last  preceding  date on which  there was a sale of such  Common  Shares in such
market,  or  (iii)  if the  Common  Shares  are not then  listed  on a  national
securities exchange or traded in an  over-the-counter  market, such value as the
Committee, in its sole discretion, shall determine.


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                  (l) "Incentive Stock Option" shall mean any option intended to
be and designated as an incentive stock option within the meaning of Section 422
of the Code.

                  (m)  "Non-employee  Director" shall mean a member of the Board
who is not an employee of the Company.

                  (n) "Nonqualified  Option" shall mean an Option that is not an
Incentive Stock Option.

                  (o)  "Option"  shall mean the  right,  granted  hereunder,  to
purchase Common Shares.  Options  granted by the Committee  pursuant to the Plan
may constitute either Incentive Stock Options or Nonqualified Stock Options.

                  (p) "Optionee"  shall mean a person who receives a grant of an
Option.

                  (q) "Option Price" shall mean the exercise price of the Common
Shares covered by an Option.

                  (r) "Parent"  shall mean any company  (other than the Company)
in an  unbroken  chain of  companies  ending with the Company if, at the time of
granting an Option,  each of the  companies  other than the  Company  owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other companies in such chain.

                  (s) "Plan" shall mean this DAG Media,  Inc.  1999 Stock Option
Plan.

                  (t)  "Retirement"  shall mean the retirement of an Optionee in
accordance with the terms of any tax-qualified retirement plan maintained by the
Company or a Subsidiary in which the Optionee  participates.  If the Optionee is
not a participant  in such a plan,  such term shall mean the  termination of the
Optionee's  employment or cessation of the Optionee's service as a member of the
Board, other than by reason of death, Disability or Cause on or after attainment
of the age of 65.

                  (u) "Rule 16b-3"  shall mean Rule 16b-3,  as from time to time
in effect,  promulgated by the Securities and Exchange  Commission under Section
16 of the Exchange Act, including any successor to such Rule.

                  (v)  "Subsidiary"  shall  mean  any  company  (other  than the
Company) in an unbroken chain of companies beginning with the Company if, at the
time of granting an Option, each of the companies other than the last company in
the unbroken  chain owns stock  possessing  fifty  percent  (50%) or more of the
total  combined  voting  power  of all  classes  of  stock  in one of the  other
companies in such chain.

                  (w) "Ten Percent  Stockholder"  shall mean an Optionee who, at
the time an  Incentive  Stock  Option  is  granted,  owns (or is  deemed  to own
pursuant  to  the  attribution  rules  of  Section  424(d)  of the  Code)  stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any Parent or Subsidiary.

      3. Administration.

      The Plan shall be  administered  by the  Committee,  the  members of which
shall,  except as may  otherwise be determined  by the Board,  be  "non-employee
directors" under Rule 16b-3 and "outside  directors" under Section 162(m) of the
Code.

      The Committee shall have the authority in its  discretion,  subject to and
not inconsistent with the express provisions of the Plan, to administer the Plan
and to exercise all the powers and authorities either specifically granted to it
under the Plan or  necessary or  advisable  in the  administration  of the Plan,
including,  without  limitation,  the authority to grant  Options;  to determine
which Options shall  constitute  Incentive Stock Options and which Options shall
constitute  Nonqualified  Stock Options;  to determine the purchase price of the
Common Shares covered by each Option;  to determine the persons to whom, and the
time or times at which  awards  shall be  granted;  to  determine  the number of
shares to be covered by each award;  to interpret the Plan; to prescribe,  amend
and rescind rules and  regulations  relating to the Plan; to determine the terms
and provisions of the Agreements  (which need not be identical) and to cancel or
suspend  awards,  as  necessary;  and to make all  other  determinations  deemed
necessary or advisable for the administration of the Plan.


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      The Committee may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable, including delegating
to one or more of the  Company's  management  employees  the  authority to grant
Options to employees  who are not  "insiders"  for purposes of Section 16 of the
Exchange Act and who are not "covered  employees" for purposes of Section 162(m)
of the Code, and the Committee or any person to whom it has delegated  duties as
aforesaid  may employ one or more  persons to render  advice with respect to any
responsibility  the Committee or such person may have under the Plan.  The Board
shall have sole authority, unless expressly delegated to the Committee, to grant
Options  to   Non-employee   Directors.   All   decisions,   determination   and
interpretations  of the Committee shall be final and binding on all Optionees of
any awards under this Plan.

      The Board shall have the authority to fill all vacancies,  however caused,
in the Committee.  The Board may from time to time appoint additional members to
the  Committee,  and may at any time remove one or more Committee  members.  One
member  of the  Committee  shall  be  selected  by the  Board as  chairman.  The
Committee  shall  hold its  meetings  at such  times and places as it shall deem
advisable.  All  determinations  of the Committee shall be made by a majority of
its members either present in person or participating by conference telephone at
a meeting or by written consent.  The Committee may appoint a secretary and make
such rules and  regulations  for the  conduct of its  business  as it shall deem
advisable, and shall keep minutes of its meetings.

      No member of the Board or  Committee  shall be liable for any action taken
or  determination  made in good  faith  with  respect  to the Plan or any  award
granted hereunder.

      4. Eligibility.

      Awards  may  be  granted  to  officers  and  other  key  employees  of and
consultants  to the  Company,  and  its  Subsidiaries,  including  officers  and
directors who are employees,  and to Non-employee  Directors. In determining the
persons to whom  awards  shall be granted and the number of shares to be covered
by each  award,  the  Committee  shall  take  into  account  the  duties  of the
respective persons, their present and potential  contributions to the success of
the  Company  and such other  factors as the  Committee  shall deem  relevant in
connection with accomplishing the purpose of the Plan.

      5. Stock.

      The maximum number of Common Shares reserved for the grant of awards under
the Plan  shall be  854,000,  subject to  adjustment  as  provided  in Section 9
hereof.  Such shares may, in whole or in part, be authorized but unissued shares
or shares that shall have been or may be required by the Company.

      If any outstanding  award under the Plan should for any reason expire,  be
canceled or be  forfeited  without  having been  exercised  in full,  the Common
Shares  allocable to the  unexercised,  canceled or  terminated  portion of such
award shall (unless the Plan shall have been  terminated)  become  available for
subsequent grants of awards under the Plan.

      6. Terms and Conditions of Options.

      Each  Option  granted  pursuant  to the  Plan  shall  be  evidenced  by an
Agreement,  in such  form  and  containing  such  terms  and  conditions  as the
Committee shall from time to time approve, which Agreement shall comply with and
be subject to the following terms and conditions,  unless otherwise specifically
provided in such Option Agreement:

            (a) Number of Shares.  Each Option  Agreement shall state the number
of Common Shares to which the Option relates.

            (b) Type of Option.  Each Option Agreement shall  specifically state
that the Option  constitutes an Incentive  Stock Option or a Nonqualified  Stock
Option.

            (c) Option  Price.  Each  Option  Agreement  shall  state the Option
Price,  which  shall not be less  than one  hundred  percent  (100%) of the Fair
Market  Value of the  Common  Shares  covered by the Option on the date of grant
unless, with respect to Nonqualified Stock Options,  otherwise determined by the
Committee.  The Option  Price  shall be subject to  adjustment  as  provided  in
Section  9  hereof.  The  date as of which  the  Committee  adopts a  resolution
expressly granting an Option shall be considered the day on which such Option is
granted, unless such resolution specifies a different date.


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            (d) Medium and Time of  Payment.  The Option  Price shall be paid in
full,  at the time of  exercise,  in cash or in Common  Shares then owned by the
Optionee  having  a Fair  Market  Value  equal  to  such  Option  Price  or in a
combination of cash and Common Shares or, unless the Committee  shall  determine
otherwise, by a cashless exercise procedure through a broker-dealer.

            (e) Exercise  Schedule and Period of Options.  Each Option Agreement
shall  provide  the  exercise  schedule  for the  Option  as  determined  by the
Committee;  provided,  however,  that, the Committee shall have the authority to
accelerate the  exercisability of any outstanding  Option at such time and under
such  circumstances  as it,  in its  sole  discretion,  deems  appropriate.  The
exercise period shall be ten (10) years from the date of the grant of the Option
unless otherwise determined by the Committee;  provided,  however,  that, in the
case of an Incentive  Stock Option,  such  exercise  period shall not exceed ten
(10) years from the date of grant of such Option.  The exercise  period shall be
subject to earlier  termination as provided in Sections 6(f) and 6(g) hereof. An
Option may be  exercised,  as to any or all full  Common  Shares as to which the
Option has become exercisable,  by written notice delivered in person or by mail
to the  Secretary  of the  Company,  specifying  the  number of shares of Common
Shares with respect to which the Option is being exercised.  Notwithstanding any
other provision of this Plan, no Option granted hereunder may be exercised prior
to  the  consummation  of an  underwritten  public  offering  of  the  Company's
securities  where the gross  proceeds  from  such  offering  are in excess of $5
million.

            (f)  Termination.  Except as  provided in this  Section  6(f) and in
Section 6(g) hereof,  an Option may not be exercised  unless (i) with respect to
an  Optionee  who is an  employee of the  Company,  the  Optionee is then in the
employ of the Company or a  Subsidiary  (or a company or a Parent or  Subsidiary
company of such company issuing or assuming the Option in a transaction to which
Section  424(a) of the Code  applies),  and unless  the  Optionee  has  remained
continuously  so  employed  since the date of grant of the  Option and (ii) with
respect to an Optionee  who is a  Non-employee  Director,  the  Optionee is then
serving  as a member of the Board or as a member  of a board of  directors  of a
company or a Parent or  Subsidiary  company of such company  issuing or assuming
the Option.  In the event that the employment of an Optionee shall  terminate or
the service of an  Optionee as a member of the Board shall cease  (other than by
reason of death, Disability,  Retirement or Cause), all Options of such Optionee
that  are  exercisable  at the  time of such  termination  may,  unless  earlier
terminated in accordance with their terms, be exercised  within ninety (90) days
after the date of such  termination or service (or such different  period as the
Committee shall prescribe).

            (g) Death,  Disability  or  Retirement  of Optionee.  If an Optionee
shall die while  employed by the Company or a Subsidiary  or serving as a member
of the Board,  or within ninety (90) days after the date of  termination of such
Optionee's  employment or cessation of such  Optionee's  service (or within such
different  period as the Committee  may have  provided  pursuant to Section 6(f)
hereof), or if the Optionee's  employment shall terminate or service shall cease
by reason of Disability or Retirement,  all Options  theretofore granted to such
Optionee (to the extent otherwise exercisable) may, unless earlier terminated in
accordance with their terms, be exercised by the Optionee or by his beneficiary,
at any time within one year after the death,  Disability  or  Retirement  of the
Optionee (or such different  period as the Committee  shall  prescribe).  In the
event  that  an  Option  granted  hereunder  shall  be  exercised  by the  legal
representatives  of a  deceased  or  former  Optionee,  written  notice  of such
exercise shall be accompanied  by a certified  copy of letters  testamentary  or
equivalent  proof of the right of such legal  representative  to  exercise  such
Option.  Unless  otherwise  determined by the  Committee,  Options not otherwise
exercisable on the date of  termination  of employment  shall be forfeited as of
such date.

            (h) Other Provisions.  The Option Agreements evidencing awards under
the Plan shall contain such other terms and conditions not inconsistent with the
Plan as the Committee may determine,  including  penalties for the commission of
competitive acts and a provision providing that no option may be exercised prior
to the consummation of an underwritten  initial public offering of the Company's
securities pursuant to a registration statement filed pursuant to the Securities
Act of 1933, as amended.


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      7. Non Discretionary Grants.

      Each  director of the  Company,  other than a director  who is an officer,
employee or beneficial  owner of 10% or more of the Company's  Common Shares (or
an officer,  director,  employee or affiliate thereof), upon first taking office
shall be granted options for 7,000 Common Shares.

      8. Nonqualified Stock Options.

      Options  granted  pursuant to Section 7 hereof are intended to  constitute
Nonqualified  Stock  Options and shall be subject only to the general  terms and
conditions specified in Section 6 hereof.

      9. Incentive Stock Options.

      Options  granted  pursuant to this  Section 9 are  intended to  constitute
Incentive Stock Options and shall be subject to the following  special terms and
conditions, in addition to the general terms and conditions specified in Section
6 hereof.  An  Incentive  Stock  Option  may not be  granted  to a  Non-employee
Director or a consultant to the Company.

            (a) Value of Shares.  The aggregate Fair Market Value (determined as
of the date the  Incentive  Stock  Option is granted) of the Common  Shares with
respect to which  Incentive  Stock Options granted under this Plan and all other
option plans of any  subsidiary  become  exercisable  for the first time by each
Optionee during any calendar year shall not exceed $100,000.

            (b) Ten  Percent  Stockholder.  In the  case of an  Incentive  Stock
Option granted to a Ten Percent  Stockholder,  (i) the Option Price shall not be
less than one hundred ten percent  (110%) of the Fair Market Value of the Common
Shares  on the  date of  grant  of such  Incentive  Stock  Option,  and (ii) the
exercise  period  shall not exceed five (5) years from the date of grant of such
Incentive Stock Option.

      10. Effect of Certain Changes.

            (a) In the  event of any  extraordinary  dividend,  stock  dividend,
recapitalization,   merger,  consolidation,   stock  split,  warrant  or  rights
issuance,   or  combination  or  exchange  of  such  shares,  or  other  similar
transactions,  each of the number of Common  Shares  available  for awards,  the
number of such shares covered by outstanding  awards, and the price per share of
Options, as appropriate, shall be equitably adjusted by the Committee to reflect
such event and preserve the value of such awards;  provided,  however,  that any
fractional shares resulting from such adjustment shall be eliminated.

            (b) Upon the occurrence of a Change in Control,  each Option granted
under the Plan and then  outstanding  but not yet  exercisable  shall  thereupon
become fully exercisable.

      11. Surrender and Exchange of Awards.

      The Committee  may permit the  voluntary  surrender of all or a portion of
any Option  granted  under the Plan or any option  granted under any other plan,
program or arrangement of the Company or any Subsidiary  ("Surrendered Option"),
to be conditioned upon the granting to the Optionee of a new Option for the same
number of Common Shares as the Surrendered Option, or may require such voluntary
surrender as a condition  precedent to a grant of a new Option to such Optionee.
Subject to the provisions of the Plan, such new Option may be an Incentive Stock
Option or a  Nonqualified  Stock Option,  and shall be exercisable at the price,
during such period and on such other terms and  conditions  as are  specified by
the Committee at the time the new Option is granted.

      12. Period During Which Awards May Be Granted.

      Awards  may be  granted  pursuant  to the Plan from time to time  within a
period of ten (10) years from the date the Plan is adopted by the Board,  or the
date the Plan is approved  by the  shareholders  of the  Company,  whichever  is
earlier, unless the Board shall terminate the Plan at an earlier date.


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      13. Nontransferability of Awards.

      Except as otherwise determined by the Committee,  awards granted under the
Plan shall not be transferable  otherwise than by will or by the laws of descent
and distribution,  and awards may be exercised or otherwise realized, during the
lifetime  of the  Optionee,  only by the  Optionee  or by his  guardian or legal
representative.

      14. Approval of Shareholders.

      The Plan  shall  take  effect  upon its  adoption  by the  Board and shall
terminate on the tenth anniversary of such date, but the Plan (and any grants of
awards made prior to the shareholder approval mentioned herein) shall be subject
to the  approval of Company's  shareholders,  which  approval  must occur within
twelve months of the date the Plan is adopted by the Board.

      15. Agreement by Optionee Regarding Withholding Taxes.

      If the  Committee  shall so  require,  as a  condition  of  exercise  of a
Nonqualified  Stock  Option  (a  "Tax  Event"),  each  Optionee  who  is  not  a
Non-employee  Director shall agree that no later than the date of the Tax Event,
such Optionee will pay to the Company or make  arrangements  satisfactory to the
Committee  regarding  payment of any  federal,  state or local taxes of any kind
required by law to be withheld upon the Tax Event. Alternatively,  the Committee
may provide that such an Optionee may elect, to the extent permitted or required
by law, to have the Company  deduct  federal,  state and local taxes of any kind
required by law to be  withheld  upon the Tax Event from any payment of any kind
due the Optionee. The withholding obligation may be satisfied by the withholding
or delivery of Common  Shares.  Any decision  made by the  Committee  under this
Section 15 shall be made in its sole discretion.

      16. Amendment and Termination of the Plan.

      The Board at any time and from time to time may suspend, terminate, modify
or amend the Plan; provided,  however,  that, unless otherwise determined by the
Board, an amendment that requires  stockholder approval in order for the Plan to
continue to comply with Rule 16b-3, Section 162(m) of the Code or any other law,
regulation or stock exchange  requirement shall not be effective unless approved
by the  requisite  vote of  shareholders.  Except as  provided in Section 10 (a)
hereof,  no suspension,  termination,  modification or amendment of the Plan may
adversely affect any award previously granted, unless the written consent of the
Optionee is obtained.

      17. Rights as a Shareholder.

      An  Optionee  or a  transferee  of an  award  shall  have no  rights  as a
shareholder  with  respect to any shares  covered by the award until the date of
the issuance of a stock  certificate to him for such shares. No adjustment shall
be made for dividends (ordinary or extraordinary, whether in cash, securities or
other  property)  or  distribution  of other rights for which the record date is
prior to the date such  stock  certificate  is  issued,  except as  provided  in
Section 10(a) hereof.

      18. No Rights to Employment or Service as a Director.

      Nothing in the Plan or in any award  granted  or  Agreement  entered  into
pursuant  hereto  shall  confer upon any  Optionee  the right to continue in the
employ of the  Company  or any  Subsidiary  or as a member of the Board or to be
entitled  to any  remuneration  or  benefits  not set  forth in the Plan or such
Agreement or to  interfere  with or limit in any way the right of the Company or
any such Subsidiary to terminate such Optionee's  employment or service.  Awards
granted under the Plan shall not be affected by any change in duties or position
of an employee Optionee as long as such Optionee continues to be employed by the
Company or any Subsidiary.


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      19. Beneficiary.

      An  Optionee  may file  with the  Committee  a  written  designation  of a
beneficiary  on such form as may be  prescribed  by the  Committee and may, from
time to time,  amend or revoke such  designation.  If no designated  beneficiary
survives the Optionee,  the executor or administrator  of the Optionee's  estate
shall be deemed to be the Optionee's beneficiary.

      20. Governing Law.

      The Plan and all  determinations  made and actions taken  pursuant  hereto
shall be governed by the laws of the State of New York.


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