<PAGE>

                             MindArrow Systems, Inc.
                            2000 STOCK INCENTIVE PLAN

<PAGE>

<TABLE>
<CAPTION>
                                                                                               Page
<S>                                                                                            <C>
1. The Plan .................................................................................    1

   1.1  Purpose .............................................................................    1

   1.2  Administration and Authorization; Power and Procedure ...............................    1

   1.3  Participation .......................................................................    2

   1.4  Shares Available for Awards; Share Limits ...........................................    2

   1.5  No Transferability; Limited Exception to Transfer Restrictions ......................    3

   1.6  Acceptance of Notes to Finance Exercise/Purchase ....................................    4

2. Options ..................................................................................    5

   2.1  Option Grants .......................................................................    5

   2.2  Vesting; Term; Exercise Procedure ...................................................    5

   2.3  Option Price ........................................................................    6

   2.4  Limitations on Grant and Terms of Incentive Stock Options ...........................    7

   2.5  Limits on 10% Holders ...............................................................    8

   2.6  Effects of Termination of Employment; Termination of Subsidiary Status;
        Discretionary Provisions ............................................................    8

   2.7  Option Repricing/Cancellation and Regrant/Waiver of Restrictions ....................   10

   2.8  Options in Substitution for Stock Options Granted by Other Corporations .............   11

3. Restricted Stock Awards ..................................................................   11

   3.1  Grants ..............................................................................   11

   3.2  Award Agreement .....................................................................   11

   3.3  Vesting .............................................................................   11

   3.4  Term ................................................................................   11

   3.5  Purchase Price ......................................................................   12

   3.6  Stock Certificates; Fractional Shares ...............................................   12

   3.7  Restrictions ........................................................................   12

   3.8  Return to the Corporation ...........................................................   13

   3.9  Other Sections Applicable to Restricted Stock Awards ................................   13

   3.10 Waiver of Restrictions ..............................................................   13

4. Other Provisions .........................................................................   13

   4.1  Rights of Eligible Persons, Participants and Beneficiaries ..........................   13

   4.2  Adjustments; Acceleration ...........................................................   14
</TABLE>


                                       -i-

<PAGE>

<TABLE>
<CAPTION>
                                                                                               Page
<S>                                                                                            <C>
   4.3  Compliance with Laws ................................................................   16

   4.4  Tax Withholding .....................................................................   18

   4.5  Plan and Award Amendments, Termination and Suspension ...............................   19

   4.6  Privileges of Stock Ownership .......................................................   20

   4.7  Effective Date of the Plan ..........................................................   20

   4.8  Term of the Plan ....................................................................   20

   4.9  Governing Law/Severability ..........................................................   20

   4.10 Captions ............................................................................   20

   4.11 Non-Exclusivity of Plan .............................................................   20

   4.12 No Restriction on Corporate Powers ..................................................   20

   4.13 Other Company Compensation or Benefit Programs ......................................   21

5. Definitions ..............................................................................   21
</TABLE>

                                      -ii-

<PAGE>

                                                                    EXHIBIT 10.9

                             MINDARROW SYSTEMS, INC.
                            2000 STOCK INCENTIVE PLAN

        As amended and restated to reflect the amendment approved by the
               Company's stockholders at the 2001 Annual Meeting.

1.   The Plan.
     --------

1.1  Purpose. The purpose of this Plan is to promote the success of the Company
     -------
     and the interests of its stockholders by attracting, motivating, retaining
     and rewarding certain officers, employees, directors and other eligible
     persons with awards and incentives for high levels of individual
     performance and improved financial performance of the Company. Capitalized
     terms used herein are defined in Section 5.

1.2  Administration and Authorization; Power and Procedure.
     -----------------------------------------------------

     1.2.1 Committee. This Plan will be administered by and all Awards will be
           ---------
           authorized by the Committee. Action of the Committee with respect to
           its authority under this Plan shall be taken pursuant to a majority
           vote or by unanimous written consent of its members.

     1.2.2 Plan Awards; Interpretation; Powers of Committee. Subject to the
           ------------------------------------------------
           express provisions of this Plan and any express limitations on the
           delegated authority of a Committee, the Committee will have the
           authority to:

          (a)  determine eligibility and the particular Eligible Persons who
               will receive Awards;

          (b)  grant Awards to Eligible Persons, determine the price at which
               securities will be offered or awarded and the amount of
               securities to be offered or awarded to any of such persons, and
               determine the other specific terms and conditions of Awards
               consistent with the express limits of this Plan, establish the
               installments (if any) in which such Awards will become
               exercisable or will vest, and the respective consequences
               thereof, or determine that no delayed exercisability or vesting
               is required, and establish the events of termination or reversion
               of such Awards;

          (c)  approve the forms of Award Agreements, which need not be
               identical either as to type of Award or among Participants;

          (d)  construe and interpret this Plan and any Award or other
               agreements defining the rights and obligations of the Company and
               Participants under this Plan, further define the terms used in
               this Plan, and prescribe, amend and rescind rules and regulations
               relating to the administration of this Plan;

          (e)  cancel, modify, or waive the Corporation's rights with respect
               to, or modify, discontinue, suspend, or terminate any or all
               outstanding Awards


                                       1

<PAGE>


               held by Eligible Persons, subject to any required consent under
               Section 4.5;

          (f)  accelerate or extend the exercisability or extend the term of any
               or all outstanding Awards within the maximum ten-year term of
               Awards under Sections 2.2.2 and 3.4;

          (g)  determine the duration and purposes of leaves of absence that may
               be granted to Participants without constituting a termination of
               their employment for purposes of this Plan; and

          (h)  make all other determinations and take such other action as
               contemplated by this Plan or as may be necessary or advisable for
               the administration of this Plan and the effectuation of its
               purposes.

     1.2.3 Binding Determinations. Any action taken by, or inaction of, the
           ----------------------
           Corporation, any Subsidiary, the Board or the Committee relating or
           pursuant to this Plan will be within the absolute discretion of that
           entity or body and will be conclusive and binding upon all persons.
           Subject only to compliance with the express provisions hereof, the
           Board and Committee may act in their absolute discretion in matters
           within their authority related to this Plan.

     1.2.4 Reliance on Experts. In making any determination or in taking or not
           -------------------
           taking any action under this Plan, the Committee or the Board, as the
           case may be, may obtain and may rely upon the advice of experts,
           including employees of and professional advisors to the Corporation.

     1.2.5 Delegation. The Committee may delegate ministerial, non-discretionary
           ----------
           functions to individuals who are officers or employees of the
           Company.

     1.2.6 No Liability. No director, officer or agent of the Company will be
           ------------
           liable for any action, omission or decision under the Plan taken,
           made or omitted in good faith.

1.3  Participation. Awards may be granted by the Committee only to those persons
     -------------
     that the Committee determines to be Eligible Persons. An Eligible Person
     who has been granted an Award may, if otherwise eligible, be granted
     additional Awards if the Committee so determines.

1.4  Shares Available for Awards; Share Limits.
     -----------------------------------------

     1.4.1 Shares Available. Subject to the provisions of Section 4.2, the
           ----------------
           capital stock that may be delivered under this Plan will be shares of
           the Corporation's authorized but unissued Common Stock and any of its
           shares of Common Stock held as treasury shares. The shares may be
           delivered for any lawful consideration.

     1.4.2 Share Limits. The maximum number of shares of Common Stock that may
           ------------
           be delivered pursuant to Awards granted under this Plan will not
           exceed 2,000,000 shares (the "Share Limit"). The maximum number of
           shares subject to Options


                                       2

<PAGE>


           that are granted during any calendar year to any one individual will
           be limited to 1,000,000 shares and the maximum individual limit on
           the number of shares in the aggregate subject to all Awards that
           during any calendar year are granted under this Plan to any one
           individual will be 1,000,000 shares. Each of the foregoing numerical
           limits will be subject to adjustment as contemplated by this Section
           1.4 and Section 4.2.

     1.4.3 Share Reservation; Replenishment and Reissue of Unvested Awards.
           ---------------------------------------------------------------
           Shares subject to outstanding Awards shall be reserved for issuance.
           No Award may be granted under this Plan unless, on the date of grant,
           the sum of (a) the maximum number of shares of Common Stock issuable
           at any time pursuant to such Award, plus (b) the number of shares of
           Common Stock that have previously been issued pursuant to Awards
           granted under this Plan, other than reacquired shares available for
           reissue consistent with any applicable legal limitations, plus (c)
           the maximum number of shares of Common Stock that may be issued at
           any time after such date of grant pursuant to Awards that are
           outstanding on such date, does not exceed the Share Limit. Shares of
           Common Stock that are subject to or underlie Awards that expire or
           for any reason are canceled or terminated, are forfeited, fail to
           vest, or for any other reason are not paid or delivered under this
           Plan, as well as reacquired shares, will again, except to the extent
           prohibited by law (or the provisions of the Code, in the case of
           Incentive Stock Options) or the terms of this Plan, (or, in the case
           of Incentive Stock Options, the provisions of the Internal Revenue
           Code) be available for subsequent Awards under this Plan.
           Accordingly, shares of Common Stock issued pursuant to the terms
           hereof (including shares of Common Stock offset in satisfaction of
           applicable withholding taxes or the exercise price of an Award) in
           respect of an Award shall reduce on a share-for-share basis the
           number of shares of Common Stock remaining available under this Plan
           and the number of shares remaining subject to the Award.

1.5  No Transferability; Limited Exception to Transfer Restrictions.
     --------------------------------------------------------------

     1.5.1 Limit On Exercise and Transfer. Unless otherwise expressly provided
           ------------------------------
           in (or pursuant to) this Section 1.5, by applicable law and by the
           Award Agreement, as the same may be amended:

          (a)  all Awards are non-transferable and will not be subject in any
               manner to sale, transfer, anticipation, alienation, assignment,
               pledge, encumbrance or charge;

          (b)  Awards will be exercised only by the Participant; and

          (c)  amounts payable or shares issuable pursuant to an Award will be
               delivered only to (or for the account of) the Participant.

          In addition, the shares shall be subject to the restrictions set forth
          in the applicable Award Agreement.


                                       3

<PAGE>


     1.5.2 Further Exceptions to Limits On Transfer. The exercise and transfer
           ----------------------------------------
           restrictions in Section 1.5.1 will not apply to:

          (a)  transfers to the Corporation or, with the express written
               approval of the Committee, transfers by gift to "immediate
               family" as that term is defined in SEC Rule 16a-1(e) promulgated
               under the Exchange Act;

          (b)  the designation of a beneficiary to receive benefits if the
               Participant dies or, if the Participant has died, transfers to or
               exercises by the Participant's beneficiary, or, in the absence of
               a validly designated beneficiary, transfers by will or the laws
               of descent and distribution; or

          (c)  if the Participant has suffered a disability, permitted transfers
               or exercises on behalf of the Participant by the Participant's
               duly authorized legal representative.

          Notwithstanding anything else in this Section 1.5.2 to the contrary,
          Incentive Stock Options and Restricted Stock Awards will be subject to
          any and all transfer restrictions under the Code applicable to such
          awards or necessary to maintain the intended tax consequences of such
          Awards.

1.6  Acceptance of Notes to Finance Exercise/Purchase. The Corporation may, with
     ------------------------------------------------
     the Committee's approval in each specific case, accept one or more notes
     from any Eligible Person in connection with the exercise, purchase or
     acquisition of any Award; provided that any such note shall be subject to
     the following terms and conditions:

     (a)  The principal of the note shall not exceed the amount required to be
          paid to the Corporation upon the exercise, purchase or acquisition of
          one or more Awards under the Plan and the note shall be delivered
          directly to the Corporation in consideration of such exercise,
          purchase or acquisition.

     (b)  The initial term of the note shall be determined by the Committee;
          provided that the term of the note, including extensions, shall not
          exceed a period of five years.

     (c)  The note shall provide for full recourse to the Participant and shall
          bear interest at a rate determined by the Committee, but not less than
          the interest rate necessary to avoid the imputation of interest under
          the Code and to avoid any adverse accounting consequences in
          connection with the exercise, purchase or acquisition.

     (d)  If the employment or services of the Participant by or to the Company
          terminates, the unpaid principal balance of the note shall become due
          and payable on the 30th business day after such termination; provided,
          however, that if a sale of such shares would cause such Participant to
          incur liability under Section 16(b) of the Exchange Act, the unpaid
          balance shall become due and payable on the 10th business day after
          the first day on which a sale of such shares could have been made
          without incurring such


                                       4

<PAGE>


          liability assuming for these purposes that there are no other
          transactions (or deemed transactions) in securities of the Corporation
          by the Participant subsequent to such termination.

     (e)  If required by the Committee or by applicable law, the note shall be
          secured by a pledge of any shares or rights financed thereby or other
          collateral, in compliance with applicable law.

     (f)  The terms, repayment provisions, and collateral release provisions of
          the note and the pledge securing the note shall conform with all
          applicable rules and regulations, including those of the Federal
          Reserve Board and under the Delaware Corporations Code, as then in
          effect.

2.   Options.
     -------

2.1  Option Grants.
     -------------

     2.1.1 Approval; Number of Shares. The Committee may grant one or more
           --------------------------
           Options under this Plan to any Eligible Person. Subject to the
           express provisions of this Plan, the Committee will determine the
           number of shares of Common Stock subject to each Option.

     2.1.2 Award Agreement. Each Option will be evidenced by an Award Agreement
           ---------------
           signed by the Corporation and, to the extent required by the
           Committee, by the Participant and the Participant's spouse. The Award
           Agreement evidencing an Option shall contain the terms established by
           the Committee for that Option, as well as any other terms,
           provisions, or restrictions that the Committee may impose on the
           Option or any shares of Common Stock subject to the Option.

     2.1.3 Type of Options. The Committee will designate each Option granted
           ---------------
           under this Plan as either an Incentive Stock Option or a Nonqualified
           Stock Option and such designation shall be set forth in the
           applicable Award Agreement. Any Option granted hereunder that is not
           designated as an Incentive Stock Option will be deemed to be
           designated a Nonqualified Stock Option under this Plan and not an
           incentive stock option under the Code. Incentive Stock Options shall
           be subject to the provisions of Section 2.4 in addition to the
           provisions hereof applicable to Options generally.

2.2  Vesting; Term; Exercise Procedure.
     ---------------------------------

     2.2.1 Vesting. An Option may be exercised only to the extent that it is
           -------
           vested and exercisable. The Committee will determine the vesting
           and/or exercisability provisions of each Option, which provisions
           will be set forth in the applicable Award Agreement. Unless the
           Committee otherwise expressly provides, no Option will be exercisable
           or will vest until at least six months after the initial Award Date,
           and once exercisable an Option will remain exercisable until the
           expiration or earlier termination of the Option. To the extent
           required to satisfy applicable securities laws and subject to Section
           2.6, no Option (except an Option


                                       5

<PAGE>


           granted to an officer, director, or consultant of the Company) shall
           vest and become exercisable at a rate of less than 20% per year over
           five years after the date the Option is granted.

     2.2.2 Term. Each Option shall expire not more than 10 years after its date
           ----
           of grant. Each Option will be subject to earlier termination as
           provided in or pursuant to Sections 2.6 or 4.2. Any payment of cash
           or delivery of stock in payment of or pursuant to an Option may be
           delayed until a future date if specifically authorized by the
           Committee in writing and by the Participant.

     2.2.3 Exercise Procedure. Any exercisable Option will be deemed to be
           ------------------
           exercised when the Corporation receives written notice of such
           exercise from the Participant (on a form and in such manner as may be
           required by the Committee), together with any required payment made
           in accordance with Section 2.3.2 and Section 4.4 and any written
           statement required pursuant to Section 4.3.

     2.2.4 Fractional Shares/Minimum Issue. Fractional share interests will be
           -------------------------------
           disregarded, but may be accumulated. The Committee, however, may
           determine that cash, other securities, or other property will be paid
           or transferred in lieu of any fractional share interests. No fewer
           than 100 shares may be purchased on exercise of any Option at one
           time unless the number purchased is the total number at the time
           available for purchase under the Option.

2.3  Option Price.
     ------------

     2.3.1 Pricing Limits. Subject to the following provisions of this Section
           --------------
           2.3.1, the Committee will determine the purchase price per share of
           the Common Stock covered by each Option (the "exercise price" of the
           Option) at the time of the grant of the Option, which purchase price
           will be set forth in the applicable Award Agreement. In no case will
           the exercise price of an Option be less than the greater of:
                                                            -------

          (a)  the par value of the Common Stock;

          (b)  in the case of a Nonqualified Stock Option and subject to clause
               (d) below, 85% of Fair Market Value of the Common Stock on the
               date of grant;

          (c)  in the case of an Incentive Stock Option and subject to clause
               (d) below, 100% of the Fair Market Value of the Common Stock on
               the date of grant; or

          (d)  in the case of an Option (incentive or nonqualified) granted to a
               Participant described in Section 2.5, 110% of the Fair Market
               Value of the Common Stock on the date of grant.

     2.3.2 Payment Provisions. The Corporation will not be obligated to deliver
           ------------------
           certificates for the shares of Common Stock to be purchased on
           exercise of an Option unless and until it receives full payment of
           the exercise price therefor, all


                                       6

<PAGE>


           related withholding obligations under Section 4.4 have been
           satisfied, and all other conditions to the exercise of the Option set
           forth herein or in the Award Agreement have been satisfied. The
           purchase price of any shares of Common Stock purchased on exercise of
           an Option must be paid in full at the time of each purchase in one or
           a combination of the following methods:

          (a)  in cash or by electronic funds transfer;

          (b)  by certified or cashier's check payable to the order of the
               Corporation;

          (c)  by notice and third party payment in such manner as may be
               authorized by the Committee;

          (d)  by the delivery of shares of Common Stock already owned by the
               Participant; provided that the Committee may, in its absolute
                            --------
               discretion, limit the Participant's ability to exercise an Option
               by delivering previously owned shares, and any shares of Common
               Stock delivered that were initially acquired from the Corporation
               upon exercise of a stock option or otherwise must have been owned
               by the Participant at least 6 months as of the date of delivery;
               or

          (e)  if authorized by the Committee or specified in the applicable
               Award Agreement, by a promissory note of the Participant
               consistent with the requirements of Section 1.6.

          Shares of Common Stock used to satisfy the exercise price of an Option
          will be valued at their Fair Market Value on the date of exercise.

2.4  Limitations on Grant and Terms of Incentive Stock Options.
     ---------------------------------------------------------

     2.4.1 $100,000 Limit. To the extent that the aggregate "Fair Market Value"
           --------------
           of stock with respect to which incentive stock options first become
           exercisable by a Participant in any calendar year exceeds $100,000,
           taking into account both Common Stock subject to Incentive Stock
           Options under this Plan and stock subject to incentive stock options
           under all other plans of the Company or any parent corporation, such
           options will be treated as Nonqualified Stock Options. For this
           purpose, the "Fair Market Value" of the stock subject to options will
           be determined as of the date the options were awarded. In reducing
           the number of options treated as incentive stock options to meet the
           $100,000 limit, the most recently granted options will be reduced
           (recharacterized as Nonqualified Stock Options) first. To the extent
           a reduction of simultaneously granted options is necessary to meet
           the $100,000 limit, the Committee may, in the manner and to the
           extent permitted by law, designate which shares of Common Stock are
           to be treated as shares acquired pursuant to the exercise of an
           Incentive Stock Option.

     2.4.2 Other Code Limits. Incentive Stock Options may only be granted to
           -----------------
           employees of the Corporation or a Subsidiary that satisfy the other
           eligibility requirements of the Code. Any Award Agreement relating to
           Incentive Stock Options will contain


                                       7

<PAGE>


           or shall be deemed to contain such other terms and conditions as from
           time to time are required in order that the Option be an "incentive
           stock option" as that term is defined in Section 422 of the Code.

     2.4.3 ISO Notice of Sale Requirement. Any Participant who exercises an
           ------------------------------
           Incentive Stock Option shall give prompt written notice to the
           Corporation of any sale or other transfer of the shares of Common
           Stock acquired on such exercise if the sale or other transfer occurs
           (a) within one year after the exercise date of the Option, or (b) two
           years after the grant date of the Option.

2.5  Limits on 10% Holders. No Option may be granted to any person who, at the
     ---------------------
     time the Option is granted, owns (or is deemed to own under Section 424(d)
     of the Code) shares of outstanding stock of the Corporation (or a parent or
     subsidiary of the Corporation) possessing more than 10% of the total
     combined voting power of all classes of stock of the Corporation (or a
     parent or subsidiary of the Corporation), unless the exercise price of such
     Option is at least 110% of the Fair Market Value of the stock subject to
     the Option and, in the case of an Incentive Stock Option grated to such a
     person, such Option by its terms is not exercisable after the expiration of
     five years from the date such Option is granted.

2.6  Effects of Termination of Employment; Termination of Subsidiary Status;
     -----------------------------------------------------------------------
     Discretionary Provisions.
     ------------------------

     2.6.1 Dismissal for Cause. Unless otherwise provided in the Award Agreement
           -------------------
           and subject to earlier termination pursuant to or as contemplated by
           Section 2.2.2 or 4.2, if a Participant's employment by or service to
           the Company is terminated by the Company for Cause, the Participant's
           Option will terminate on the Participant's Severance Date, whether or
           not the Option is then vested and/or exercisable.

     2.6.2 Resignation. Unless otherwise provided in the Award Agreement
           -----------
           (consistent with applicable securities laws) and subject to earlier
           termination pursuant to or as contemplated by Section 2.2.2 or 4.2,
           if a Participant voluntarily terminates his or her employment by or
           service to the Company (other than because of his or her Total
           Disability or Retirement):

          (a)  the Participant will have until the date that is 30 days after
               the Participant's Severance Date to exercise his or her Option
               (or portion thereof) to the extent that it was vested and
               exercisable on the Severance Date;

          (b)  the Option, to the extent not vested and exercisable on the
               Participant's Severance Date, shall terminate on the Severance
               Date; and

          (c)  the Option, to the extent exercisable for the 30-day period
               following the Participant's Severance Date and not exercised
               during such period, shall terminate at the close of business on
               the last day of the 30-day period.

                                       8

<PAGE>


    2.6.3 Layoff or Other Involuntary Termination. Unless otherwise provided in
          ---------------------------------------
          the Award Agreement (consistent with applicable securities laws) and
          subject to earlier termination pursuant to or as contemplated by
          Section 2.2.2 or 4.2, if a Participant is laid off or the
          Participant's employment by or service to the Company is otherwise
          terminated at the will of the Company (other than in circumstances
          constituting a termination because of death, Total Disability,
          Retirement, or a termination by the Company for Cause):

          (a)  the Participant will have until the date that is three (3) months
               after the Participant's Severance Date to exercise his or her
               Option (or portion thereof) to the extent that it was vested and
               exercisable on the Severance Date;

          (b)  the Option, to the extent not vested and exercisable on the
               Participant's Severance Date, shall terminate on the Severance
               Date; and

          (c)  the Option, to the extent exercisable for the 3-month period
               following the Participant's Severance Date and not exercised
               during such period, shall terminate at the close of business on
               the last day of the 3-month period.

    2.6.4 Death, Disability, or Retirement. Unless otherwise provided in the
          --------------------------------
          Award Agreement (consistent with applicable securities laws) and
          subject to earlier termination pursuant to or as contemplated by
          Section 2.2.2 or 4.2, if a Participant's employment by or service to
          the Company terminates as a result of the Participant's Total
          Disability, death, or Retirement:

          (a)  the Participant (or his or her Personal Representative or
               Beneficiary, in the case of the Participant's Total Disability or
               death, respectively), will have until the date that is 12 months
               after the Participant's Severance Date to exercise the
               Participant's Option (or portion thereof) to the extent that it
               was vested and exercisable on the Severance Date;

          (b)  the Option, to the extent not vested and exercisable on the
               Participant's Severance Date, shall terminate on the Severance
               Date; and

          (c)  the Option, to the extent exercisable for the 12-month period
               following the Participant's Severance Date and not exercised
               during such period, shall terminate at the close of business on
               the last day of the 12-month period.

    2.6.5 Events Not Deemed a Termination of Employment. Unless Company policy
          ---------------------------------------------
          service relationship with the Company shall not be considered
          terminated solely due to any sick leave, military leave, or any other
          leave of absence authorized by the Company or the Committee; provided
                                                                       --------
          that, unless reemployment upon theexpiration of such leave is
          ----
          guaranteed by contract or law, such leave is for a period of not more
          than 90 days. In the case of any Eligible Person on an approved leave
          of absence, continued vesting of the Award while on leave from the
          employ of or service with the Company may be suspended until the


                                       9

<PAGE>



          employees returns to service, unless the Committee otherwise provides
          or applicable law otherwise requires. In no event shall an Award be
          exercised after the expiration of the term of the Award set forth in
          the Award Agreement.

    2.6.6 Effect of Change of Subsidiary Status. For purposes of this Plan and
          -------------------------------------
          any Award, if an entity ceases to be a Subsidiary, a termination of
          employment or service will be deemed to have occurred with respect to
          each Eligible Person in respect of such Subsidiary who does not
          continue as an Eligible Person in respect of another entity within the
          Company.

    2.6.7 Committee Discretion. Notwithstanding the foregoing provisions of
          --------------------
          this Section 2.6, in the event of, or in anticipation of, a
          termination of employment or service with the Company for any reason,
          other than a discharge for Cause, the Committee may accelerate the
          vesting and exercisability of all or a portion of the Participant's
          Award, and/or, subject to the provisions of Sections 2.2.2 and 4.2,
          extend the exercisability period of the Participant's Option upon such
          terms as the Committee determines and as expressly set forth in or by
          amendment to the Award Agreement.

    2.6.8 Determination of Severance Date. Notwithstanding the definition of
          -------------------------------
          "Severance Date," the Committee may authorize by express provision in
          or pursuant to an Award an extension of the date of termination of the
          Participant's employment by or services to the Company if the
          Participant's status after grant of the Award changes from one
          category of Eligible Person to another (for example, employee to
          consultant or visa versa), or in other circumstances that the
          Committee deems appropriate).

    2.6.9 Termination of Consulting or Affiliate Services. If the Participant
          -----------------------------------------------
          is not an Eligible Employee or a director of the Corporation, and
          provides services as an Other Eligible Person, the Committee shall be
          the sole judge of whether the Participant continues to render services
          to the Company, unless a written contract or the Award Agreement
          otherwise provides. If, in these circumstances, the Company notifies
          the Participant in writing that a termination of the Participant's
          services to the Company has occurred for purposes of this Plan, then
          (unless the contract or the Award Agreement otherwise expressly
          provides), the Participant's termination of services with the Company
          for purposes of this Plan shall be the date which is 10 days after the
          Company's mailing of the notice or, in the case of a termination for
          Cause, the date of the mailing of the notice.

2.7  Option Repricing/Cancellation and Regrant/Waiver of Restrictions. Subject
     ----------------------------------------------------------------
     to Section 1.4 and Section 4.5 and the specific limitations on Options
     contained in this Plan, the Committee from time to time may authorize,
     generally or in specific cases only, for the benefit of any Eligible
     Person, any adjustment in the exercise price, the vesting schedule, the
     number of shares subject to, or the term of, an Option granted under this
     Plan by cancellation of an outstanding Option and a subsequent regranting
     of the Option, by amendment, by substitution of an outstanding Option, by
     waiver or by other legally valid means. Such amendment or other action may
     result in, among other changes, an


                                       10

<PAGE>


     exercise price that is higher or lower than the exercise price of the
     original or prior Option, provide for a greater or lesser number of shares
     of Common Stock subject to the Option, or provide for a longer or shorter
     vesting or exercise period.

2.8  Options in Substitution for Stock Options Granted by Other Corporations.
     -----------------------------------------------------------------------
     Options may be granted to Eligible Persons under this Plan in substitution
     for employee stock options granted by other entities, in connection with a
     distribution, merger or reorganization by or with the granting entity or an
     affiliated entity, or the acquisition by the Company, directly or
     indirectly, of all or a substantial part of the stock or assets of the
     employing entity.

3.   Restricted Stock Awards.
     -----------------------

3.1  Grants. The Committee may grant one or more Restricted Stock Awards to any
     ------
     Eligible Person. Subject to the provisions of this Plan, the Committee will
     determine the number of shares of Common Stock subject to each Restricted
     Stock Award. Each Restricted Stock Award will be evidenced by an Award
     Agreement signed by the Corporation and, to the extent required by the
     Committee, by the Participant and the Participant's spouse. Upon issuance
     of the Restricted Stock Award, the Participant may be required to provide
     such further assurances and documents as the Committee may require to
     enforce the restrictions thereon.

3.2  Award Agreement. Each Restricted Stock Award Agreement will specify the
     ---------------
     number of shares of Common Stock to be issued to the Participant, the date
     of such issuance, the consideration for such shares (but not less than the
     minimum lawful consideration under applicable state law) to be paid by the
     Participant for the shares, the extent (if any) to which and the time (if
     ever) at which the Participant will be entitled to dividends, voting and
     other rights in respect of the shares prior to vesting, and the
     restrictions (which may be based on performance criteria, passage of time
     or other factors or any combination thereof) imposed on such shares and the
     conditions of release or lapse of such restrictions.

3.3  Vesting. The restrictions imposed on the shares of Common Stock subject to
     -------
     a Restricted Stock Award will not lapse earlier than six months after the
     Award Date, except to the extent the Committee may otherwise provide. To
     the extent required to satisfy applicable securities laws, the restrictions
     imposed on the shares of Common Stock subject to a Restricted Stock Award
     (other than an Award granted to an officer, director, or consultant of the
     Company, which may include more restrictive provisions) shall lapse as to
     such shares, subject to Section 3.8, at a rate of at least 20% of the
     shares subject to the Award per year over the five years after the date the
     Award is granted.

3.4  Term. Any Restricted Stock Award shall either vest or be forfeited not more
     ----
     than 10 years after the date of grant. Each Restricted Stock Award will be
     subject to earlier termination as provided in or pursuant to Section 4.2.
     Any payment of cash or delivery of stock in payment for a Restricted Stock
     Award may be delayed until a future date if specifically authorized by the
     Committee in writing and by the Participant.


                                       11

<PAGE>


3.5  Purchase Price.
     --------------

     3.5.1 Pricing Limits. Subject to the following provisions of this Section
           --------------
           3.5, the Committee will determine the purchase price per share of the
           Common Stock covered by each Restricted Stock Award at the time of
           grant of the Award. In no case will such purchase price be less than
           the greater of:

           (a)  85% of the Fair Market Value of the Common Stock on the date of
                grant, or at the time the purchase is consummated; or

           (b)  100% of the Fair Market Value of the Common Stock on the date of
                grant, or at the time the purchase is consummated, in the case
                of any person who owns stock possessing more than 10% of the
                total combined voting power of all classes of stock of the
                Corporation, its parent, or a Subsidiary.

     3.5.2 Payment Provisions. The Corporation will not be obligated to issue
           ------------------
           certificates evidencing shares of Restricted Stock pending the lapse
           of restrictions ("Restricted Shares') unless and until it receives
           full payment of the purchase price therefor and all other conditions
           to the purchase, as determined by the Committee, have been satisfied.
           The purchase price of any Restricted Shares must be paid in full at
           the time of the purchase in one or a combination of the methods set
           forth in clauses (a) through (e) in Section 2.3.2.

3.6  Stock Certificates; Fractional Shares. Stock certificates evidencing
     -------------------------------------
     Restricted Shares will bear a legend making appropriate reference to the
     restrictions imposed hereunder and will be held by the Corporation or by a
     third party designated by the Committee until the restrictions on such
     shares have lapsed and the shares have vested in accordance with the
     provisions of the Award and Section 3.3 and any related loan has been
     repaid. Fractional share interests will be disregarded, but may be
     accumulated. The Committee, however, may determine that cash, other
     securities, or other property will be paid or transferred in lieu of any
     fractional share interests.

3.7  Restrictions.
     ------------

     3.7.1 Pre-Vesting Restraints. Except as provided in Section 3.1, Restricted
           ----------------------
           Shares comprising any Restricted Stock Award may not be sold,
           assigned, transferred, pledged or otherwise disposed of or
           encumbered, either voluntarily or involuntarily, until the
           restrictions on such shares have lapsed and the shares have become
           vested.

     3.7.2 Dividend and Voting Rights. Unless otherwise provided in the
           --------------------------
           applicable Award Agreement, a Participant receiving a Restricted
           Stock Award will be entitled to cash dividend and voting rights for
           all Restricted Shares issued even though they are not vested, but
           such rights will terminate immediately as to any Restricted Shares
           which cease to be eligible for vesting.

     3.7.3 Cash Payments. The Award Agreement shall specify whether and to what
           -------------
           extent cash or other property received in respect of Restricted
           Shares must be returned


                                       12

<PAGE>

          (with or without an earnings factor) if the Restricted Shares fail to
          vest and must be returned to the Corporation in accordance with
          Section 3.8.

3.8  Return to the Corporation. Unless the Committee otherwise expressly
     -------------------------
     provides, Restricted Shares subject to a Participant's Restricted Stock
     Award that remain subject to restrictions at the time the Participant's
     employment by or service to the Company terminates, or are subject to other
     conditions to vesting that have not been satisfied by the time specified in
     the applicable Award Agreement, will not vest and will be reacquired by the
     Corporation in such manner and on such terms as the Committee provides,
     which terms shall include return or repayment of the lower of the Fair
     Market Value or the original purchase price of the Restricted Shares,
     without interest, to the Participant to the extent not prohibited by law.
     The Restricted Stock Award shall specify any other terms r conditions of
     the repurchase if the Award fails to vest.

3.9  Other Sections Applicable to Restricted Stock Awards. The provisions of
     ----------------------------------------------------
     Sections 2.6.5 through 2.6.8 are applicable to Restricted Stock Awards as
     well as Options.

3.10 Waiver of Restrictions. Subject to Section 1.4 and 4.5 and the specific
     ----------------------
     limitations on Restricted Stock Awards contained in this Plan, the
     Committee from time to time may authorize, generally or in specific cases
     only, for the benefit of any Eligible Person, any adjustment in the vesting
     schedule, or the restrictions upon or the term of, a Restricted Stock Award
     granted under this Plan by amendment, by substitution of an outstanding
     Restricted Stock Award, by waiver or by other legally valid means.

4.   Other Provisions.
     ----------------

4.1  Rights of Eligible Persons, Participants and Beneficiaries.
     ----------------------------------------------------------

          4.1.1 Employment Status. Status as an Eligible Person will not be
                -----------------
                construed as a commitment that any Award will be granted under
                this Plan to an Eligible Person or to Eligible Persons
                generally.

          4.1.2 No Employment/Service Contract. Nothing contained in this Plan
                ------------------------------
                (or in any other documents under this Plan or related to any
                Award) shall confer upon any Eligible Employee or other
                Participant any right to continue in the employ or other service
                of the Company, constitute any contract or agreement of
                employment or other service or affect an employee's status as an
                employee at will, nor shall interfere in any way with the right
                of the Company to change such person's compensation or other
                benefits, or to terminate his or her employment or other
                service, with or without cause at any time. Nothing in this
                Section 4.1.2, or in Section 4.2.2 or 4.12, however, is intended
                to adversely affect any express independent right of such person
                under a separate employment or service contract. An Award
                Agreement shall not constitute a contract of employment or
                service.

          4.1.3 Plan Not Funded. Awards payable under this Plan will be payable
                ---------------
                in shares of Common Stock or from the general assets of the
                Corporation, and (except as provided in Section 1.4.3) no
                special or separate reserve, fund or deposit will be made to
                assure payment of such Awards. No Participant, Beneficiary or
                other


                                       13

<PAGE>

               person will have any right, title or interest in any fund or in
               any specific asset (including shares of Common Stock) of the
               Company by reason of any Award hereunder. Neither the provisions
               of this Plan (or of any related documents), nor the creation or
               adoption of this Plan, nor any action taken pursuant to the
               provisions of this Plan will create, or be construed to create, a
               trust of any kind or a fiduciary relationship between the Company
               and any Participant, Beneficiary or other person. To the extent
               that a Participant, Beneficiary or other person acquires a right
               to receive payment pursuant to any Award hereunder, such right
               will be no greater than the right of any unsecured general
               creditor of the Company.

         4.1.4 Charter Documents. The Certificate of Incorporation and By-Laws
               -----------------
               of the Corporation, as either of them may lawfully be amended
               from time to time, may provide for additional restrictions and
               limitations with respect to the Common Stock (including
               additional restrictions and limitations on the voting or transfer
               of Common Stock) or priorities, rights and preferences as to
               securities and interests prior in rights to the Common Stock. To
               the extent that these restrictions and limitations are greater
               than those set forth in this Plan or any Award Agreement, such
               restrictions and limitations shall apply to any shares of Common
               Stock acquired pursuant to the exercise of Awards and are
               incorporated herein by this reference.

4.2  Adjustments; Acceleration.
     -------------------------

         4.2.1 Adjustments. Upon or in contemplation of any reclassification,
               -----------
               recapitalization, stock split (including a stock split in the
               form of a stock dividend) or reverse stock split; any merger,
               combination, consolidation or other reorganization; any split-up;
               spin-off, or similar extraordinary dividend distribution
               ("spin-off") in respect of the Common Stock (whether in the form
               of securities or property); any exchange of Common Stock or other
               securities of the Corporation, or any similar, unusual or
               extraordinary corporate transaction in respect of the Common
               Stock; or a sale of substantially all the assets of the
               Corporation as an entirety ("asset sale"); then the Committee
               shall, in such manner, to such extent (if any) and at such time
               as it deems appropriate and equitable in the circumstances:

               (a)  proportionately adjust any or all of (1) the number of
                    shares of Common Stock or the number and type of other
                    securities that thereafter may be made the subject of Awards
                    (including the specific maxima and numbers of shares set
                    forth elsewhere in this Plan), (2) the number, amount and
                    type of shares of Common Stock (or other securities or
                    property) subject to any or all outstanding Awards, (3) the
                    grant, purchase, or exercise price of any or all outstanding
                    Awards, or (4) the securities, cash or other property
                    deliverable upon exercise or vesting of any outstanding
                    Awards, or

               (b)  make provision for a settlement by a cash payment or for the
                    substitution or exchange of any or all outstanding Awards
                    for cash, securities or other



                                       14

<PAGE>


                    property (or for other awards) based upon the distribution
                    or consideration payable to holders of the Common Stock upon
                    or in respect of such event.

               The Committee may adopt such valuation methodologies for
               outstanding Awards as it deems reasonable in the event of a cash,
               securities or other property settlement. In the case of Options,
               but without limitation on other methodologies, the Committee may
               base such settlement solely upon the excess (if any) of the
               amount payable upon or in respect of such event over the exercise
               price of the Option to the extent of the then vested and
               exercisable shares subject to the Option. In the case of
               Restricted Shares, but without limiting other methodologies, the
               Committee may limit the payment to either (1) the purchase price
               previously paid by the Participant, or (2) the Fair Market Value
               of the shares, or (3) the price to be paid in the transaction for
               unrestricted shares.

               The Committee may make adjustments to and/or accelerate the
               exercisability of Options in a manner that disqualifies the
               Options as Incentive Stock Options without the written consent of
               the Option holders affected thereby.

               In any of such events, the Committee may take such action prior
               to such event to the extent that the Committee deems the action
               necessary to permit the Participant to realize the benefits
               intended to be conveyed with respect to the underlying shares in
               the same manner as is or will be available to stockholders
               generally.

         4.2.2 Acceleration of Awards Upon Change in Control. Subject to
               ---------------------------------------------
               Sections 4.2.3 through 4.2.6, unless prior to a Change in Control
               Event the Committee determines that, upon its occurrence,
               benefits under any or all Awards will not accelerate or
               determines that only certain or limited benefits under any or all
               Awards will be accelerated and the extent to which they will be
               accelerated, and/or establishes a different time in respect of
               such event for such acceleration, then upon (or, as may be
               necessary to effectuate the purposes of this acceleration,
               immediately prior to) the occurrence of a Change in Control
               Event:

               (a)  each Option will become immediately vested and exercisable,
                    and

               (b)  Restricted Stock will immediately vest free of restrictions.

               The Committee may override the limitations on acceleration in
               this Section 4.2.2 by express provision in the Award Agreement
               and may accord any Eligible Person a right to refuse any
               acceleration, whether pursuant to the Award Agreement or
               otherwise, in such circumstances as the Committee may approve.
               Any acceleration of Awards will comply with applicable legal
               requirements and, if necessary to accomplish the purposes of the
               acceleration or if the circumstances otherwise require, may be
               deemed by the Committee to occur (subject to Sections 4.2.4
               through 4.2.6) not more than 30 days before or only upon the
               consummation of the event. Any acceleration of an Incentive Stock
               Option may disqualify the Option as an Incentive Stock Option and
               does not require the written consent of the holder of the Option,
               whether or not the holder is adversely affected thereby.

                                       15

<PAGE>



          4.2.3 Possible Early Termination of Accelerated Awards. Without any
                ------------------------------------------------
                limitation on the Committee's authority under Section 4.2.1, if
                the vesting of any Option under this Plan has been fully
                accelerated as required or permitted by Section 4.2.2 but is not
                exercised prior to (a) a dissolution of the Corporation, (b) an
                event described in Section 4.2.1 that the Corporation does not
                survive, or (c) the consummation of a Change in Control Event
                approved by the Board, the Option shall terminate, subject to
                any provision that has been expressly made by the Board or the
                Committee for the survival, substitution, assumption, exchange
                or other settlement of the Option.

          4.2.4 Possible Rescission of Acceleration. If the vesting of an Award
                -----------------------------------
                has been accelerated in anticipation of an event or upon
                stockholder approval of an event and the Committee or the Board
                later determines that the event will not occur, the Committee
                may rescind the effect of the acceleration as to any then
                outstanding and unexercised or otherwise unvested Awards.

          4.2.5 Pooling Exception. Any discretion with respect to the events
                -----------------
                addressed in this Section 4.2, including any acceleration of
                vesting, shall be limited to the extent required by applicable
                accounting requirements in the case of a transaction intended to
                be accounted for as a pooling of interests transaction.

          4.2.6 Golden Parachute Limitations. Unless otherwise specified in an
                ----------------------------
                Award Agreement or otherwise authorized by the Board in the
                specific case, no vesting of or lapse or restrictions imposed on
                an Award will be accelerated under this Plan to an extent or in
                a manner that would result in payments that are not fully
                deductible by the Company for federal income tax purposes
                because of Section 280G of the Code. If a Participant would be
                entitled to benefits or payments hereunder and under any other
                plan or program that would constitute "parachute payments" as
                defined in Section 280G of the Code, then the Participant may by
                written notice to the Company designate the order in which such
                parachute payments will be reduced or modified so that the
                Company is not denied any federal income tax deductions for any
                "parachute payments" because of Section 280G of the Code.

     4.3  Compliance with Laws.
          --------------------

          4.3.1 General. This Plan, the granting and vesting of Awards under
                -------
                this Plan, and the offer, issuance and delivery of shares of
                Common Stock, the acceptance of promissory notes and/or the
                payment of money under this Plan or under Awards are subject to
                compliance with all applicable federal and state laws, rules and
                regulations (including but not limited to state and federal
                securities laws, and federal margin requirements) and to such
                approvals by any listing, regulatory or governmental authority
                as may, in the opinion of counsel for the Corporation, be
                necessary or advisable in connection therewith. In addition, any
                securities delivered under this Plan may be subject to any
                special restrictions that the Committee may require to preserve
                a pooling of interests under generally accepted accounting
                principles. The person acquiring any securities under this


                                       16

<PAGE>


                Plan will, if requested by the Corporation, provide such
                assurances and representations to the Corporation as the
                Committee may deem necessary or desirable to assure compliance
                with all applicable legal and accounting requirements.

          4.3.2 Compliance with Securities Laws. No Participant shall sell,
                -------------------------------
                pledge or otherwise transfer shares of Common Stock acquired
                pursuant to an Award or any interest in such shares except in
                accordance with the express terms of this Plan and the
                applicable Award Agreement. Any attempted transfer in violation
                of this Section 4.3 shall be void and of no effect. Without in
                any way limiting the provisions set forth above, no Participant
                shall make any disposition of all or any portion of shares of
                Common Stock acquired or to be acquired pursuant to an Award,
                except in compliance with all applicable federal and state
                securities laws and unless and until:

                (a)  there is then in effect a registration statement under the
                     Securities Act covering such proposed disposition and such
                     disposition is made in accordance with such registration
                     statement; or

                (b)  such disposition is made in accordance with Rule 144 under
                     the Securities Act; or

                (c)  such Participant notifies the Corporation of the proposed
                     disposition and furnishes the Corporation with a statement
                     of the circumstances surrounding the proposed disposition,
                     and, if requested by the Corporation, furnishes to the
                     Corporation an opinion of counsel acceptable to the
                     Corporation's counsel, that such disposition will not
                     require registration under the Securities Act and will be
                     in compliance with all applicable state securities laws.

                Notwithstanding anything else herein to the contrary, the
                Company has no obligation to register the Common Stock or file
                any registration statement under either federal or state
                securities laws, nor does the Company make any representation
                concerning the likelihood of a public offering of the Common
                Stock or any other securities of the Company.

          4.3.3 Share Legends. All certificates evidencing shares of Common
                -------------
                Stock issued or delivered under this Plan shall bear the
                following legends and/or any other appropriate or required
                legends under applicable laws:

                "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS
                CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL
                RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER
                AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE,
                ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION."



                                       17

<PAGE>




                "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT OF FIRST
                REFUSAL AND CALL RIGHTS TO REPURCHASE THE SHARES UNDER THE
                CORPORATION'S STOCK INCENTIVE PLAN AND AGREEMENTS WITH THE
                CORPORATION THEREUNDER, COPIES OF WHICH ARE AVAILABLE FOR
                REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION."

                "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR
                QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"),
                NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
                LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE
                PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN
                EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE
                WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE
                CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER
                FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE
                STATE SECURITIES LAWS."

          4.3.4 Delivery of Financial Statements. The Corporation shall deliver
                --------------------------------
                annually to Participants such financial statements of the
                Corporation as are required to satisfy applicable securities
                laws.

          4.3.5 Confidential Information. Any financial or other information
                ------------------------
                relating to the Corporation obtained by Participants in
                connection with or as a result of this Plan or their Awards
                shall be treated as confidential.

     4.4  Tax Withholding.
          ---------------

          4.4.1 Tax Withholding. Upon any exercise, vesting, or payment of any
                ---------------
                Award or upon the disposition of shares of Common Stock acquired
                pursuant to the exercise of an Incentive Stock Option prior to
                satisfaction of the holding period requirements of Section 422
                of the Code, the Company shall have the right at its option to:

                (a)  require the Participant (or Personal Representative or
                     Beneficiary, as the case may be) to pay or provide for
                     payment of the amount of any taxes which the Company may be
                     required to withhold with respect to such Award event or
                     payment;

                (b)  deduct from any amount payable to the Participant (or
                     Personal Representative or Beneficiary, as the case may be)
                     in cash or equivalent (in respect of an Award or otherwise)
                     the amount of any taxes which the Company may be required
                     to withhold with respect to such Award event or payment; or

                (c)  reduce the number of shares of Common Stock to be delivered
                     by (or otherwise reacquire shares held by the Participant
                     at least 6 months) the


                                       18

<PAGE>



                     appropriate number of shares of Common Stock, valued at
                     their then Fair Market Value, to satisfy the minimum
                     withholding obligation.

                The Committee may, in its sole discretion (subject to Section
                4.3), grant (either at the time of grant of the Award or
                thereafter) to the Participant the right to elect, pursuant to
                such rules and subject to such conditions as the Committee may
                establish, to have the Corporation utilize the withholding
                offset under clause (c) above.

                In no event will the value of shares withheld under (c) above
                exceed the minimum amount of required withholding under
                applicable law.

          4.4.2 Tax Loans. If so provided in the Award Agreement or otherwise
                ---------
                authorized by the Committee, the Corporation may, to the extent
                permitted by law, authorize a loan to an Eligible Person in the
                amount of any taxes that the Company may be required to withhold
                with respect to shares of Common Stock received (or disposed of,
                as the case may be) pursuant to a transaction described in
                Section 4.4.1. Such a loan will be for a term not greater than
                12 months and at a rate of interest and pursuant to such other
                terms and conditions as the Corporation may establish, subject
                to compliance with applicable law. Such a loan need not
                otherwise comply with the provisions of Section 2.3.3.

     4.5  Plan and Award Amendments, Termination and Suspension.
          -----------------------------------------------------

          4.5.1 Board Authorization. The Board may, at any time, terminate or,
                -------------------
                from time to time, amend, modify or suspend this Plan, in whole
                or in part. No Awards may be granted during any suspension of
                this Plan or after termination of this Plan. Unless otherwise
                expressly provided in this Plan or in an applicable Award
                Agreement, any Award granted prior to the termination or
                suspension of this Plan may extend beyond the date of such
                termination or suspension, and all authority of the Committee
                with respect to Awards hereunder, including the authority to
                amend an Award, will continue during any suspension of this Plan
                and in respect of Awards outstanding upon or following the
                termination of this Plan.

          4.5.2 Stockholder Approval. This Plan and any amendment to this Plan
                --------------------
                shall be subject to stockholder approval to the extent then
                required under Section 422 or 424 of the Code or any other
                applicable law, or deemed necessary or advisable by the Board.

          4.5.3 Amendments to Awards. Without limiting any other express
                --------------------
                authority of the Committee under but subject to the express
                limits of this Plan, the Committee by resolution or otherwise
                may make changes to the terms and conditions of Awards and the
                Plan.

          4.5.4 Limitations on Amendments to Plan and Awards. The Board and the
                --------------------------------------------
                Committee may not, without the written consent of the
                Participant affected thereby, amend, terminate or suspend this
                Plan in any manner materially adverse to the Participant's
                rights or benefits under an outstanding Award or amend the



                                       19

<PAGE>



                Participant's Award in any manner materially adverse to the
                Participant's rights or benefits thereunder. Changes
                contemplated by Section 4.2 or Section 4.5.5 do not and will not
                be deemed to constitute changes or amendments for purposes of
                this Section 4.5.

     4.6  Privileges of Stock Ownership. Except as otherwise expressly
          -----------------------------
          authorized by the Committee or this Plan or in the Award Agreement, a
          Participant will not be entitled to any privilege of stock ownership
          as to any shares of Common Stock not actually delivered to and held of
          record by the Participant. No adjustment will be made for dividends or
          other rights as a stockholder for which a record date is prior to such
          date of delivery.

     4.7  Effective Date of the Plan. This Plan is effective upon the date of
          --------------------------
          its approval by the Board (the "Effective Date"), subject to approval
          by the stockholders of the Corporation within twelve months after the
          date of Board approval.

     4.8  Term of the Plan. Unless earlier terminated by the Board, this Plan
          ----------------
          will terminate at the close of business on the day before the 10th
          anniversary of the Effective Date.

     4.9  Governing Law/Severability.
          --------------------------

          4.9.1 Choice of Law. This Plan, the Awards, all documents evidencing
                -------------
                Awards and all other related documents will be governed by, and
                construed in accordance with, the laws of the state of Delaware.

          4.9.2 Severability. If it is determined that any provision of this
                ------------
                Plan or an Award Agreement is invalid and unenforceable, the
                remaining provisions of this Plan and/or the Award Agreement, as
                applicable, will continue in effect provided that the essential
                economic terms of this Plan and the Award can still be enforced.

     4.10 Captions. Captions and headings are given to the sections and
          --------
          subsections of this Plan solely as a convenience to facilitate
          reference. Such headings will not be deemed in any way material or
          relevant to the construction or interpretation of this Plan or any
          provision thereof.

     4.11 Non-Exclusivity of Plan. Nothing in this Plan will limit or be deemed
          -----------------------
          to limit the authority of the Board or the Committee to grant awards
          or authorize any other compensation, with or without reference to the
          Common Stock, under any other plan or authority.

     4.12 No Restriction on Corporate Powers. The existence of the Plan, the
          ----------------------------------
          Award Agreements, and the Awards granted hereunder, shall not limit,
          affect or restrict in any way the right or power of the Board or the
          stockholders of the Corporation to make or authorize: (a) any
          adjustment, recapitalization, reorganization or other change in the
          Corporation's or any Subsidiary's capital structure or its business;
          (b) any merger, amalgamation, consolidation or change in the ownership
          of the Corporation or any Subsidiary; (c) any issue of bonds,
          debentures, capital, preferred or prior preference stocks ahead of or
          affecting the Corporation's capital stock or the rights thereof; (d)
          any


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<PAGE>


          dissolution or liquidation of the Corporation or any Subsidiary; (e)
          any sale or transfer of all or any part of the Corporation or any
          Subsidiary's assets or business; or (f) any other corporate act or
          proceeding by the Corporation or any Subsidiary. No Participant,
          Beneficiary or any other person shall have any claim under any Award
          or Award Agreement against any member of the Board or the Committee,
          or the Corporation or any employees, officers or agents of the
          Corporation or any Subsidiary, as a result of any such action.

     4.13 Other Company Compensation or Benefit Programs. Payments and other
          ----------------------------------------------
          benefits received by a Participant under an Award made pursuant to
          this Plan shall not be deemed a part of a Participant's compensation
          for purposes of the determination of benefits under any other employee
          welfare or benefit plans or arrangements, if any, provided by the
          Corporation or any Subsidiary, except where the Committee or the Board
          expressly otherwise provides or authorizes in writing. Awards under
          this Plan may be made in addition to, in combination with, as
          alternatives to or in payment of grants, awards or commitments under
          any other plans or arrangements of the Corporation or any Subsidiary.

5.   Definitions.
     -----------

"Award" means an award of any Option or Restricted Stock, or any combination
thereof, whether alternative or cumulative, authorized by and granted under this
Plan.

"Award Agreement" means any writing, approved by the Committee, setting forth
the terms of an Award that has been duly authorized and approved.

"Award Date" means the date upon which the Committee took the action granting an
Award or such later date as the Committee designates as the Award Date at the
time of the grant of the Award.

"Beneficiary" means the person, persons, trust or trusts designated by a
Participant, or, in the absence of a designation, entitled by will or the laws
of descent and distribution, to receive the benefits specified in the Award
Agreement and under this Plan if the Participant dies, and means the
Participant's executor or administrator if no other Beneficiary is designated
and able to act under the circumstances.

"Board" means the Board of Directors of the Corporation.

"Cause" with respect to a Participant means (unless otherwise expressly provided
in the applicable Award Agreement, or another applicable contract with the
Participant that defines such term for purposes of determining the effect that a
"for cause" termination has on the Participant's stock options and/or restricted
stock awards) a termination of employment or service based upon a finding by the
Company, acting in good faith and based on its reasonable belief at the time,
that the Participant:

     (a)  has been negligent in the discharge of his or her duties to the
          Company, has refused to perform stated or assigned duties or is
          incompetent in or (other than by


                                       21

<PAGE>


          reason of a disability or analogous condition) incapable of performing
          those duties; or

     (b)  has been dishonest or committed or engaged in an act of theft,
          embezzlement or fraud, a breach of confidentiality, an unauthorized
          disclosure or use of inside information, customer lists, trade secrets
          or other confidential information; or

     (c)  has breached a fiduciary duty, or willfully and materially violated
          any other duty, law, rule, regulation or policy of the Company or an
          affiliate; or has been convicted of, or plead guilty or nolo
          contendere to, a felony or misdemeanor (other than minor traffic
          violations or similar offenses); or

     (d)  has materially breached any of the provisions of any agreement with
          the Company or an affiliated entity; or

     (e)  has engaged in unfair competition with, or otherwise acted
          intentionally in a manner injurious to the reputation, business or
          assets of, the Company or an affiliate; or

     (f)  has improperly induced a vendor or customer to break or terminate any
          contract with the Company or an affiliate or induced a principal for
          whom the Company or an affiliate acts as agent to terminate such
          agency relationship.

A termination for Cause shall be deemed to occur (subject to reinstatement upon
a contrary final determination by the Committee) on the date on which the
Company first delivers written notice to the Participant of a finding of
termination for Cause.

"Change in Control Event" means any of the following:

     (a)  Approval by the Board and by stockholders of the Corporation (or, if
          no stockholder approval is required, by the Board alone) of the
          dissolution or liquidation of the Corporation, other than in the
          context of a transaction that does not constitute a Change in Control
          Event under clause (b) below;

     (b)  Consummation of a merger, consolidation, or other reorganization, with
          or into, or the sale of all or substantially all of the Corporation's
          business and/or assets as an entirety to, one or more entities that
          are not Subsidiaries or other affiliates of the Company (a "Business
          Combination"), unless (1) as a result of the Business Combination,
                         ------
          more than 50% of the outstanding voting power generally in the
          election of directors of the surviving or resulting entity or a parent
          thereof (the "Successor Entity") immediately after the reorganization
          are, or will be, owned, directly or indirectly, by holders of the
          Corporation's voting securities immediately before the Business
          Combination; and (2) no "person" (as such term is used in Sections
          13(d) and 14(d) of the Exchange Act), excluding the Successor Entity
          or an Excluded Person, beneficially owns, directly or indirectly, more
          than 50% of the outstanding shares or the combined voting power of the
          outstanding voting securities of the Successor Entity, after giving
          effect to the Business


                                       22

<PAGE>

          Combination, except to the extent that such ownership existed prior to
          the Business Combination; or

     (c)  Any "person" (as such term is used in Sections 13(d) and 14(d) of the
          Exchange Act) other than an Excluded Person becomes the beneficial
          owner (as defined in Rule 13d-3 under the Exchange Act), directly or
          indirectly, of securities of the Corporation representing more than
          50% of the combined voting power of the Corporation's then outstanding
          securities entitled to then vote generally in the election of
          directors of the Corporation, other than as a result of (1) an
          acquisition directly from the Company, (2) an acquisition by the
          Company, or (3) an acquisition by an entity pursuant to a transaction
          which is expressly excluded under clause (b) above.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Commission" means the Securities and Exchange Commission.

"Committee" means the Board or one or more committees of director(s) appointed
by the Board to administer all or certain aspects of this Plan, each committee
to be comprised solely of one or more directors or such greater number of
directors as may be required under applicable law.

"Common Stock" means the shares of the Corporation's Common Stock, $0.001 par
value, and such other securities or property as may become the subject of
Awards, or become subject to Awards, pursuant to an adjustment made under
Section 4.2 of this Plan.

"Company" means the Corporation and its Subsidiaries.

"Corporation" means MindArrow Systems, Inc., a Delaware corporation, and its
successors.

"Eligible Employee" means an officer (whether or not a director) or employee of
the Company.

"Eligible Person" means an Eligible Employee, or any Other Eligible Person,
designated by the Committee in its discretion.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time
to time.

"Excluded Person" means (a) any person described in and satisfying the
conditions of Rule 13d-1(b)(1) under the Exchange Act, (b) the Company, (c) an
employee benefit plan (or related trust) sponsored or maintained by the Company
or the Successor Entity, or (d) any person who is the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of more than 25% of the Common
Stock on the Effective Date (or an affiliate, successor, heir, descendant, or
related party of or to such person).

"Fair Market Value" on any date means:

     (a)  if the stock is listed or admitted to trade on a national securities
          exchange, the closing price of the stock on the Composite Tape, as
          published in the Western Edition of The Wall Street Journal, of the
          principal national securities exchange


                                       23

<PAGE>


          on which the stock is so listed or admitted to trade, on such date,
          or, if there is no trading of the stock on such date, then the closing
          price of the stock as quoted on such Composite Tape on the next
          preceding date on which there was trading in such shares;

     (b)  if the stock is not listed or admitted to trade on a national
          securities exchange, the last/closing price for the stock on such
          date, as furnished by the National Association of Securities Dealers,
          Inc. ("NASD") through the NASDAQ National Market Reporting System or a
          similar organization if the NASD is no longer reporting such
          information;

     (c)  if the stock is not listed or admitted to trade on a national
          securities exchange and is not reported on the National Market
          Reporting System, the mean between the bid and asked price for the
          stock on such date, as furnished by the NASD or a similar
          organization; or

     (d)  if the stock is not listed or admitted to trade on a national
          securities exchange, is not reported on the National Market Reporting
          System and if bid and asked prices for the stock are not furnished by
          the NASD or a similar organization, the value as established by the
          Committee at such time for purposes of this Plan.

     Any determination as to fair market value made pursuant to this Plan shall
     be determined without regard to any restriction other than a restriction
     which, by its terms, will never lapse, and shall be conclusive and binding
     on all persons.

"Incentive Stock Option" means an Option that is designated and intended as an
incentive stock option within the meaning of Section 422 of the Code, the award
of which contains such provisions (including but not limited to the receipt of
stockholder approval of this Plan, if the award is made prior to such approval)
and is made under such circumstances and to such persons as may be necessary to
comply with that section.

"Nonqualified Stock Option" means an Option that is not an incentive stock
option within the meaning of Section 442 of the code and includes an Option
designated as a Nonqualified Stock Option and any Option intended as an
Incentive Stock Option that fails to meet the applicable legal requirements
thereof.

"Option" means an option to purchase Common Stock granted under this Plan. The
Committee will designate any Option granted to an employee of the Corporation or
a Subsidiary as a Nonqualified Stock Option or an Incentive Stock Option.

"Other Eligible Person" means any director of, or any individual consultant or
advisor who renders or has rendered bona fide services (other than services in
                                    ---- ----
connection with the offering or sale of securities of the Company in a capital
raising transaction or as a market maker or promoter of the Company's
securities) to, the Company, and who is selected to participate in this Plan by
the Committee. An advisor or consultant may be selected as an Other Eligible
Person only if such person's participation in this Plan would not adversely
affect (a) the Corporation's eligibility to rely on the Rule 701 from
registration under the Securities Act for the offering of



                                       24

<PAGE>


shares issuable under this Plan by the Company, or (b) the Corporation's
compliance with any other applicable laws.

"Participant" means an Eligible Person who has been granted and holds an Award
under this Plan.

"Personal Representative" means the person or persons who, upon the disability
or incompetence of a Participant, has acquired on behalf of the Participant, by
legal proceeding or otherwise, the power to exercise the rights or receive
benefits under this Plan by virtue of having become the legal representative of
the Participant.

"Plan" means this MindArrow Systems, Inc. 2000 Stock Incentive Plan, as it may
hereafter be amended from time to time.

"Public Offering Date" means the date the Common Stock is first registered under
the Exchange Act and listed or quoted on a recognized national securities
exchange or in the NASDAQ National Market Quotation System.

"Restricted Shares" or "Restricted Stock" means shares of Common Stock awarded
to a Participant under this Plan, subject to payment of such consideration and
such conditions on vesting (which may include, among others, the passage of
time, specified performance objectives or other factors) and such transfer and
other restrictions as are established in or pursuant to this Plan and the
related Award Agreement, to the extent such remain unvested and restricted under
the terms of the applicable Award Agreement.

"Retirement" means retirement with the consent of the Company or, from active
service as an employee or officer of the Company on or after attaining (a) age
55 with ten or more years of employment with the Company, or (b) age 65.

"Securities Act" means the Securities Act of 1933, as amended from time to time.

"Severance Date" means (a) in the case of an Award granted to an Eligible
Employee, the date the Eligible Employee's employment by the Company terminates
for any reason whatsoever, (b) in the case of an Award granted to an Other
Eligible Person who is a director of the Corporation, the date the director
ceases to be a director of the Corporation for any reason whatsoever, or (c) in
the case of any other Other Eligible Person, the date the person's services to
the Company terminate for any reason whatsoever.

"Severance Date" means the date the Participant's employment by or services to
the Company terminate (for any reason whatsoever).

"Subsidiary" means any corporation or other entity a majority of whose
outstanding voting stock or voting power is beneficially owned, directly or
indirectly, by the Corporation.

"Total Disability" means a "total and permanent disability" within the meaning
of Section 22(e)(3) of the Code and, with respect to Awards other than Incentive
Stock Options, such other disabilities, infirmities, afflictions, or conditions
as the Committee may include.


                                       25