EXHIBIT 4.2



                                24/7 MEDIA, INC.
                            2001 STOCK INCENTIVE PLAN
                                FOR NON-OFFICERS


                              Dated January 1, 2001



                                TABLE OF CONTENTS


                                                                            Page
        ARTICLE I      PURPOSE ............................................    1
        ARTICLE II     DEFINITIONS ........................................    1
        ARTICLE III    ADMINISTRATION .....................................    5
        ARTICLE IV     SHARE AND OTHER LIMITATIONS ........................    7
        ARTICLE V      ELIGIBILITY ........................................    8
        ARTICLE VI     STOCK OPTION GRANTS ................................    8
        ARTICLE VII    NON-TRANSFERABILITY ................................   11
        ARTICLE VIII   CHANGE IN CONTROL PROVISIONS .......................   11
        ARTICLE IX     TERMINATION OR AMENDMENT OF THE PLAN ...............   12
        ARTICLE X      UNFUNDED PLAN ......................................   12
        ARTICLE XI     GENERAL PROVISIONS .................................   13
        ARTICLE XII    TERM OF PLAN .......................................   14
        ARTICLE XIII   NAME OF PLAN .......................................   14

<PAGE>

                                24/7 MEDIA, INC.
                   2001 STOCK INCENTIVE PLAN FOR NON-OFFICERS
                              Dated January 1,2001

                                    ARTICLE I

                                     PURPOSE

     The purpose of this 24/7 Media, Inc. 2001 Stock Incentive Plan for
Non-Officers (the "Plan") is to enhance the profitability and value of 24/7
Media, Inc. (the "Company") for the benefit of its stockholders by enabling the
Company to offer certain employees and consultants of the Company and its
Affiliates stock based incentives in the Company, thereby creating a means to
raise the level of stock ownership by employees and consultants in order to
attract, retain and reward such employees and consultants and strengthen the
mutuality of interests between employees or consultants and the Company's
stockholders.


                                   ARTICLE II

                                   DEFINITIONS

     For purposes of this Plan, the following terms shall have the following
meanings:

     2.1 "Affiliate" shall mean, other than the Company, each of the following:
(i) any Subsidiary; (ii) any Parent; (iii) any corporation, trade or business
(including, without limitation, a partnership or limited liability company)
which is directly or indirectly controlled fifty percent (50%) or more (whether
by ownership of stock, assets or an equivalent ownership interest or voting
interest) by the Company or one of its Affiliates; and (iv) any other entity,
approved by the Committee as an Affiliate under the Plan, in which the Company
or any of its Affiliates has a material equity interest.

     2.2 "Award" shall mean any award under this Plan of any Stock Option. All
Awards shall be confirmed by, and subject to the terms of, a written agreement
executed by the Company and the Participant.

     2.3 "Board" shall mean the Board of Directors of the Company.

     2.4 "Cause" shall mean, with respect to a Participant's Termination of
Employment or Termination of Consultancy, unless otherwise determined by the
Committee at grant, or, if no rights of the Participant are reduced, thereafter:
(i) in the case where there is no employment agreement, consulting agreement,
change in control agreement or similar agreement in effect between the Company
or an Affiliate and the Participant at the time of the grant of the Award (or
where there is such an agreement but it does not define "cause" (or words of
like import)), termination due to a Participant's dishonesty, fraud,
insubordination, willful misconduct, refusal to perform services (for any reason
other than illness or incapacity) or materially unsatisfactory performance of
his or her duties for the Company as determined by the Committee in its sole
discretion; or (ii) in the case where there is an employment agreement,
consulting agreement, change in control agreement or similar agreement in effect
between the Company or an Affiliate and the Participant at the time of the grant
of the Award that defines "cause" (or words of like import), as defined under
such agreement; provided, however, that with regard to any agreement that
conditions "cause" on occurrence of a change in control, such definition of
"cause" shall not apply until a change in control actually takes place and then
only with regard to a termination thereafter.

     2.5 "Change in Control" shall have the meaning set forth in Article VII.

     2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended. Any
reference to any section of the Code shall also be a reference to any successor
provision and any Treasury regulation thereunder.

     2.7 "Committee" shall mean a committee of the Board that may be appointed
from time to time by the Board. To the extent determined appropriate by the
Board, or to the extent required under Rule 16b-3 and Section 162(m) of the
Code, such committee shall consist of two or more non-employee directors, each
of whom shall be a non-employee director as defined in Rule 16b-3 and an outside
director as defined under Section 162(m) of the Code. To the extent that no
Committee exists which has the authority to administer the

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Plan, the functions of the Committee shall be exercised by the Board. If for any
reason the appointed Committee does not meet the requirements of Rule 16b-3 or
Section 162(m) of the Code, such noncompliance with the requirements of Rule
16b-3 or Section 162(m) of the Code shall not affect the validity of the awards,
grants, interpretations or other actions of the Committee.

     2.8 "Common Stock" shall mean the Company's common stock, $.01 par value
per share, of the Company.

     2.9 "Company" shall mean 24/7 Media, Inc., a Delaware corporation.

     2.10 "Consultant" shall mean any advisor or consultant to the Company or an
Affiliate who is not an Officer and who is eligible pursuant to Article V to be
granted Awards under this Plan.

     2.11 "Disability" shall mean total and permanent disability, as defined in
Section 22(e)(3) of the Code.

     2.12 "Effective Date" shall mean January 1, 2001.

     2.13 "Eligible Employees" shall mean the employees of the Company and its
Affiliates who are not Officers, and who are eligible pursuant to Article V to
be granted Awards under this Plan.

     2.14 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     2.15 "Fair Market Value" for purposes of this Plan, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, shall mean, as of any date, the last sales price reported for the
Common Stock on the applicable date, or in the absence of reported sales on such
date, the last reported sales price reported for the Common Stock prior to such
date (on which there is a sale): (i) as reported by the principal national
securities exchange in the United States on which it is then traded or the
Nasdaq Stock Market, Inc., or (ii) if not traded on any such national securities
exchange or the Nasdaq Stock Market, Inc., as quoted on an automated quotation
system sponsored by the National Association of Securities Dealers. If the
Common Stock is not readily tradable on a national securities exchange, the
Nasdaq Stock Market, Inc. or any system sponsored by the National Association of
Securities Dealers, its Fair Market Value shall be set in good faith by the
Committee based on reasonable methods set forth under Section 422 of the Code
and the regulations thereunder including, without limitation, a method utilizing
the average of prices of the Common Stock reported on the principal national
securities exchange on which it is then traded during a reasonable period
designated by the Committee. For purposes of the grant of any Award, the
applicable date shall be the date on which the Award is granted.

     2.16 "Good Reason" with respect to a Participant's Termination of
Employment or Termination of Consultancy shall mean (i) in the case where there
is no employment agreement, consulting agreement, change in control agreement or
similar agreement in effect between the Company or an Affiliate and the
Participant at the time of the grant of the Award (or where there is such an
agreement but it does not define "Good Reason" (or words of like import)), or
where "Good Reason" is not otherwise determined by the Committee at grant, or,
if no rights of the Participant are reduced, thereafter, a voluntary termination
due to "good reason," as the Committee, in its sole discretion, decides to treat
as a Good Reason termination, or (ii) in the case where there is an employment
agreement, consulting agreement, change in control agreement or similar
agreement in effect between the Company or an Affiliate and the Participant at
the time of the grant of the Award that defines "good reason" (or words of like
import), as defined under such agreement; provided, however, that with regard to
any agreement that conditions "good reason" on occurrence of a change in
control, such definition of "good reason" shall not apply until a change in
control actually takes place and then only with regard to a termination
thereafter.

     2.17 "Incentive Stock Option" shall mean any Stock Option intended to be
and designated as an "Incentive Stock Option" within the meaning of Section 422
of the Code.

     2.18 "Non-Qualified Stock Option" shall mean any Stock Option awarded under
this Plan that is not an Incentive Stock Option.

     2.19 "Officer" shall mean any employee of the Company that is deemed an
officer within the meaning of the NASDAQ Marketplace Rules.

<PAGE>

     2.20 "Parent" shall mean any parent corporation of the Company within the
meaning of Section 424(e) of the Code.

     2.21 "Participant" shall mean the following persons to whom an Award has
been made pursuant to this Plan: Eligible Employees of, and Consultants to, the
Company and its Affiliates.

     2.22 "Retirement" with respect to a Participant's Termination of Employment
or Termination of Consultancy, shall mean a Termination of Employment or
Termination of Consultancy without Cause from the Company by a Participant who
has attained (i) at least age sixty-five (65); or (ii) such earlier date after
age fifty-five (55) as may be approved by the Committee with regard to such
Participant.

     2.23 "Rule 16b-3" shall mean Rule 16b-3 under Section 16(b) of the Exchange
Act as then in effect or any successor provisions.

     2.24 "Section 162(m) of the Code" shall mean the exception for
performance-based compensation under Section 162(m) of the Code and any Treasury
regulations thereunder.

     2.25 "Stock Option" or "Option" shall mean any Option to purchase shares of
Common Stock granted to Eligible Employees or Consultants pursuant to Article
VI.

     2.26 "Subsidiary" shall mean any corporation that is defined as a
subsidiary corporation in Section 424(f) of the Code.

     2.27 "Ten Percent Stockholder" shall mean a person owning Common Stock of
the Company possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company, its Subsidiaries and/or its
Parents in the manner provided under Section 422 of the Code.

     2.28 "Termination of Consultancy" shall mean, with respect to an
individual, that the individual is no longer acting as a Consultant to the
Company or an Affiliate. In the event an entity shall cease to be an Affiliate,
there shall be deemed a Termination of Consultancy of any individual who is not
otherwise a Consultant of the Company or another Affiliate at the time the
entity ceases to be an Affiliate. In the event that a Consultant becomes an
Eligible Employee upon the termination of his consultancy, the Committee, in its
sole and absolute discretion, may determine that no Termination of Consultancy
shall be deemed to occur until such time as such Consultant is no longer a
Consultant or an Eligible Employee.

     2.29 "Termination of Employment," except as provided in the next sentence,
shall mean (i) a termination of service (for reasons other than a military or
personal leave of absence granted by the Company) of a Participant from the
Company and its Affiliates; or (ii) when an entity which is employing a
Participant ceases to be an Affiliate, unless the Participant thereupon becomes
employed by the Company or another Affiliate. In the event that an Eligible
Employee becomes a Consultant upon the termination of his employment, the
Committee, in its sole and absolute discretion, may determine that no
Termination of Employment shall be deemed to occur until such time as such
Eligible Employee is no longer an Eligible Employee or a Consultant. The
Committee may otherwise define Termination of Employment in the Option grant or,
if no rights of the Participant are reduced, may otherwise define Termination of
Employment thereafter, including, but not limited to, defining Termination of
Employment with regard to entities controlling, under common control with or
controlled by the Company rather than just the Company and its Affiliates and/or
entities that provide substantial services to the Company or its Affiliates to
which the Participant has transferred directly from the Company or its
Affiliates at the request of the Company.

     2.30 "Transfer" or "Transferred" shall mean anticipate, alienate, attach,
sell, assign, pledge, encumber, charge or otherwise transfer.

<PAGE>

                                   ARTICLE III

                                 ADMINISTRATION

     3.1 The Committee. The Plan shall be administered and interpreted by the
Committee.

     3.2 Awards. The Committee shall have full authority to grant Stock Options
pursuant to the terms of this Plan to Eligible Employees and Consultants. In
particular, the Committee shall have the authority:

     (a) to select the Eligible Employees and Consultants to whom Stock Options
may from time to time be granted hereunder;

     (b) to determine whether and to what extent Stock Options are to be granted
hereunder to one or more Eligible Employees or Consultants;

     (c) to determine, in accordance with the terms of this Plan, the number of
shares of Common Stock to be covered by each Award to an Eligible Employee or
Consultant granted hereunder;

     (d) to determine the terms and conditions, not inconsistent with the terms
of this Plan, of any Award granted hereunder to an Eligible Employee or
Consultant (including, but not limited to, the exercise or purchase price (if
any), any restriction or limitation, any vesting schedule or acceleration
thereof, or any forfeiture restrictions or waiver thereof, regarding any Stock
Option, and the shares of Common Stock relating thereto, based on such factors,
if any, as the Committee shall determine, in its sole discretion);

     (e) to determine whether and under what circumstances a Stock Option may be
settled in cash, and/or Common Stock Subsection 6.3(d);

     (f) to determine whether, to what extent and under what circumstances to
provide loans (which shall be on a recourse basis and shall bear a reasonable
rate of interest) to Eligible Employees and Consultants in order to exercise
Options under the Plan;

     (g) to modify, extend or renew a Stock Option, subject to Article IX
hereof, provided, however, that if a Stock Option is modified, extended or
renewed and thereby deemed to be the issuance of a new Stock Option under the
Code or the applicable accounting rules, the exercise price of such Stock Option
may continue to be the original exercise price even if less than the Fair Market
Value of the Common Stock at the time of such modification, extension or
renewal;

     (h) to determine whether to require an Eligible Employee or Consultant, as
a condition of the granting of any Award, to not sell or otherwise dispose of
shares acquired pursuant to the exercise of an Option or as an Award for a
period of time as determined by the Committee, in its sole discretion, following
the date of the acquisition of such Option or Award;

     (j) to determine whether to require an Eligible Employee or Consultant, as
a condition of the granting of any Award, to not sell or otherwise dispose of
shares acquired pursuant to the exercise of an Option or as an Award for a
period of time as determined by the Committee, in its sole discretion, following
the date of the acquisition of such Option or Award; and

     (k) to grant Awards under the Plan as a conversion from, and replacement
of, comparable stock options held by employees of another entity who become
Eligible Employees of, or Consultants to, the Company or an Affiliate as the
Result merger or consolidation of the employing entity with the Company or an
Affiliate, or as the result of the acquisition by the Company of property or
stock of the employing corporation. The Company may direct that replacement
Awards be granted on such terms and conditions as the Committee considers
appropriate in the circumstances.

     3.3 Guidelines. Subject to Article IX hereof, the Committee shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing this Plan and perform all acts, including the delegation of
its administrative responsibilities, as it shall, from time to time, deem
advisable; to construe and interpret the terms and provisions of this Plan and
any Award issued under this Plan (and any agreements relating thereto); and to
otherwise supervise the administration of this Plan. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in this Plan or
in any agreement relating thereto in the manner and to the extent it shall deem
necessary to carry this Plan into effect, but only to the extent any

<PAGE>

such action would be permitted under the applicable provisions of Rule 16b-3 (if
any) and the applicable provisions of Section 162(m) of the Code (if any). The
Committee may adopt special guidelines and provisions for persons who are
residing in, or subject to the taxes of, countries other than the United States
to comply with applicable tax and securities laws.  If, or to the extent
applicable, this Plan is intended to comply with Section 162(m) of the Code and
the applicable requirements of Rule 16b-3 and shall be limited, construed and
interpreted in a manner so as to comply therewith.

     3.4 Decisions Final. Any decision, interpretation or other action made or
taken in good faith by or at the direction of the Company, the Board, or the
Committee (or any of its members) arising out of or in connection with the Plan
shall be within the absolute discretion of all and each of them, as the case may
be, and shall be final, binding and conclusive on the Company and all employees
and Participants and their respective heirs, executors, administrators,
successors and assigns. The Committee shall not be bound to any standards of
uniformity or similarity of action, interpretation or conduct in the discharge
of its duties hereunder, regardless of the apparent similarity of the matters
coming before it.

     3.5 Reliance on Counsel. The Company, the Board or the Committee may
consult with legal counsel, who may be counsel for the Company or other counsel,
with respect to its obligations or duties hereunder, or with respect to any
action or proceeding or any question of law, and shall not be liable with
respect to any action taken or omitted by it in good faith pursuant to the
advice of such counsel.

     3.6 Procedures. If the Committee is appointed, the Board may designate one
of the members of the Committee as chairman and the Committee shall hold
meetings, subject to the By-Laws of the Company, at such times and places as it
shall deem advisable. A majority of the Committee members shall constitute a
quorum. All determinations of the Committee shall be made by a majority of its
members. Any decision or determination reduced to writing and signed by all
Committee members in accordance with the By-Laws of the Company shall be fully
effective as if it had been made by a vote at a meeting duly called and held.
The Committee shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem advisable.

     3.7 Designation of Consultants--Liability.

     (a) The Committee may designate employees of the Company and professional
advisors to assist the Committee in the administration of the Plan and may grant
authority to employees to execute agreements or other documents on behalf of the
Committee.

     (b) The Committee may employ such legal counsel, consultants and agents as
it may deem desirable for the administration of the Plan and may rely upon any
opinion received from any such counsel or consultant and any computation
received from any such consultant or agent. Expenses incurred by the Committee
or Board in the engagement of any such counsel, consultant or agent shall be
paid by the Company. The Committee, its members and any person designated
pursuant to paragraph (a) above shall not be liable for any action or
determination made in good faith with respect to the Plan. To the maximum extent
permitted by applicable law, no officer of the Company or member or former
member of the Committee or of the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any Award granted
under it. To the maximum extent permitted by applicable law and the Certificate
of Incorporation and By-Laws of the Company and to the extent not covered by
insurance, each employee of the Company and member or former member of the
Committee or of the Board shall be indemnified and held harmless by the Company
against any cost or expense (including reasonable fees of counsel reasonably
acceptable to the Company) or liability (including any sum paid in settlement of
a claim with the approval of the Company), and advanced amounts necessary to pay
the foregoing at the earliest time and to the fullest extent permitted, arising
out of any act or omission to act in connection with the Plan, except to the
extent arising out of such officer's, member's or former member's own fraud or
bad faith. Such indemnification shall be in addition to any rights of
indemnification the employees, officers, directors or members or former
officers, directors or members may have under applicable law or under the
Certificate of Incorporation or By-Laws of the Company or Affiliate.
Notwithstanding anything else herein, this indemnification will not apply to the
actions or determinations made by an individual with regard to Awards granted to
him or her under this Plan.

<PAGE>

                                   ARTICLE IV

                           SHARE AND OTHER LIMITATIONS

     4.1 Shares.

     (a) General Limitation. The aggregate number of shares of Common Stock
which may be issued or used for reference purposes under this Plan or with
respect to which other Awards may be granted shall not exceed 2,500,000 shares
(subject to any increase or decrease pursuant to Section 4.2) which may be
either authorized and unissued Common Stock or Common Stock held in or acquired
for the treasury of the Company.

     In determining the number of shares of Common Stock available for Awards if
Common Stock has been delivered or exchanged by a Participant as full or partial
payment to the Company for the exercise price or for withholding taxes, in
connection with the exercise of a Stock Option or the number shares of Common
Stock otherwise deliverable has been reduced for full or partial payment for the
exercise price or for withholding taxes, the number of shares of Common Stock
delivered, exchanged or reduced shall again be available for purposes of Awards
under this Plan.

     In the event Awards are granted to employees or Consultants pursuant to
Section 3.2(k), the aggregate number of shares of Common Stock available under
the Plan for Awards other than Incentive Stock Options shall be increased by the
number of shares of Common Stock which may be issued or used for reference with
respect to those Awards granted pursuant to Section 3.2(k).

     (b) Individual Participant Limitations.

          (i)  The maximum number of shares of Common Stock subject to any
               Option which (i) may be granted under this Plan to each
               Participant shall not exceed 250,000 shares (subject to any
               increase or decrease pursuant to Section 4.2) during each fiscal
               year of the Company.

          (ii) The individual Participant limitations set forth in this Section
               4.1(b) shall be cumulative; that is, to the extent that shares of
               Common Stock for which Awards are permitted to be granted to an
               Eligible Employee or a Consultant during a fiscal year are not
               covered by an Award to such Eligible Employee or Consultant in a
               fiscal year, the number of shares of Common Stock available for
               Awards to such Eligible Employee or Consultant shall
               automatically increase in the subsequent fiscal years during the
               term of the Plan until used.

     4.2 Changes.

          (a)  The existence of the Plan and the Awards granted hereunder shall
               not affect in any way the right or power of the Board or the
               stockholders of the Company to make or authorize any adjustment,
               recapitalization, reorganization or other change in the Company's
               capital structure or its business, any merger or consolidation of
               the Company or its Affiliates, any issue of bonds, debentures,
               preferred or prior preference stock ahead of or affecting Common
               Stock, the dissolution or liquidation of the Company or its
               Affiliates, any sale or transfer of all or part of its assets or
               business or any other corporate act or proceeding.

          (b)  In the event of any such change in the capital structure or
               business of the Company by reason of any stock dividend or
               distribution, stock split or reverse stock split,
               recapitalization, reorganization, merger, consolidation,
               split-up, combination or exchange of shares, distribution with
               respect to its outstanding Common Stock or capital stock other
               than Common Stock, sale or transfer of all or part of its assets
               or business, reclassification of its capital stock, or any
               similar change affecting the Company's capital structure or
               business and the Committee determines an adjustment is
               appropriate under the Plan, then the aggregate number and kind of
               shares which thereafter may be issued under this Plan, the number
               and kind of shares or other property (including cash) to be
               issued upon exercise of an outstanding Option or other Awards
               granted under this Plan and the purchase price thereof shall be
               appropriately adjusted consistent with such change in such manner
               as the Committee may deem equitable to prevent substantial
               dilution or enlargement of the rights granted to, or available
               for, Participants under this Plan or as otherwise necessary to
               reflect the change, and any such adjustment determined by the
               Committee shall

<PAGE>

               be binding and conclusive on the Company and all Participants and
               employees and their respective heirs, executors, administrators,
               successors and assigns.

          (c)  Fractional shares of Common Stock resulting from any adjustment
               in Options or awards pursuant to Section 4.2(a) or (b) shall be
               aggregated until, and eliminated at, the time of exercise by
               rounding-down for fractions less than one-half (1/2) and
               rounding-up for fractions equal to or greater than one-half
               (1/2). No cash settlements shall be made with respect to
               fractional shares eliminated by rounding. Notice of any
               adjustment shall be given by the Committee to each Participant
               whose Option or Award has been adjusted and such adjustment
               (whether or not such notice is given) shall be effective and
               binding for all purposes of the Plan.

          (d)  In the event of a merger or consolidation in which the Company is
               not the surviving entity or in the event of any transaction that
               results in the acquisition of substantially all of the Company's
               outstanding Common Stock by a single person or entity or by a
               group of persons and/or entities acting in concert, or in the
               event of the sale or transfer of all of the Company's assets (all
               of the foregoing being referred to as "Acquisition Events"), then
               the Committee may, in its sole discretion, terminate all
               outstanding Options of Eligible Employees and Consultants,
               effective as of the date of the Acquisition Event, by delivering
               notice of termination to each such Participant at least twenty
               (20) days prior to the date of consummation of the Acquisition
               Event; provided, that during the period from the date on which
               such notice of termination is delivered to the consummation of
               the Acquisition Event, each such Participant shall have the right
               to exercise in full all of his or her Options that are then
               outstanding (without regard to any limitations on exercisability
               otherwise contained in the Option or Award Agreements) but
               contingent on occurrence of the Acquisition Event, and, provided
               that, if the Acquisition Event does not take place within a
               specified period after giving such notice for any reason
               whatsoever, the notice and exercise shall be null and void.

          (e)  If an Acquisition Event occurs, to the extent the Committee does
               not terminate the outstanding Options pursuant to this Section
               4.2(d), then the provisions of Section 4.2(b) shall apply.

     4.3 Purchase Price. Notwithstanding any provision of this Plan to the
contrary, if authorized but previously unissued shares of Common Stock are
issued under this Plan, such shares shall not be issued for a consideration
which is less than as permitted under applicable law.

                                    ARTICLE V

                                   ELIGIBILITY

     5.1 All employees of and Consultants to the Company and its Affiliates are
eligible to be granted Non-Qualified Stock Options under this Plan, provided
that such persons are not Officers. Eligibility under this Plan shall be
determined by the Committee.

                                   ARTICLE VI

                               STOCK OPTION GRANTS

     6.1 Options. Each Stock Option granted hereunder shall be a Non-Qualified
Stock Option.

     6.2 Grants. The Committee shall have the authority to grant to any Eligible
Employee one or more Non-Qualified Stock Options.  The Committee shall have the
authority to grant to any Consultant one or more Non-Qualified Stock Options.

     6.3 Terms of Options. Options granted under this Plan shall be subject to
the following terms and conditions, shall be subject to Section 3.2 hereof and
the other provisions of this Plan, and shall be in such form and contain such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee shall deem desirable:

          (a) Option Price. The purchase price of shares of Common Stock subject
to a Non-Qualified Stock Option shall be determined by the Committee but shall
not be less than 100% of the Fair Market Value of the Common Stock at the time
of grant. Notwithstanding

<PAGE>

the foregoing, if an Option is modified, extended or renewed and, thereby,
deemed to be the issuance of a new Option under the Code, the exercise price of
an Option may continue to be the original exercise price even if less than the
Fair Market Value of the Common Stock at the time of such modification,
extension or renewal.

          (b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten (10) years
after the date the Option is granted.

          (c) Exercisability. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee at grant. If the Committee provides, in its discretion, that any Stock
Option is exercisable subject to certain limitations (including, without
limitation, that it is exercisable only in installments or within certain time
periods), the Committee may waive such limitations on the exercisability at any
time at or after grant in whole or in part (including, without limitation, that
the Committee may waive the installment exercise provisions or accelerate the
time at which Options may be exercised), based on such factors, if any, as the
Committee shall determine, in its sole discretion.

          (d) Method of Exercise. Subject to whatever installment exercise and
waiting period provisions apply under subsection (c) above, Stock Options may be
exercised in whole or in part at any time during the Option term, by giving
written notice of exercise to the Company specifying the number of shares of
Common Stock to be purchased. Such notice shall be accompanied by payment in
full of the purchase price in such form, or such other arrangement for the
satisfaction of the purchase price, as the Committee may accept. To the extent
determined by the Committee in its sole discretion at or after grant, payment in
full or in part may be made as follows: (i) in cash or by check, bank draft or
money order payable to the order of the Company; (ii) if the Common Stock is
traded on a national securities exchange, the Nasdaq Stock Market, Inc. or
quoted on a national quotation system sponsored by the National Association of
Securities Dealers, through a "cashless exercise" procedure whereby the
Participant delivers irrevocable instructions to a broker to deliver promptly to
the Company an amount equal to the purchase price or, (iii) in the form of
Common Stock owned by the Participant for at least 6 months (and for which the
Participant has good title free and clear of any liens and encumbrances);
provided, however, that in each case, such payment is based on the Fair Market
Value of the Common Stock on the payment date as determined by the Committee. No
shares of Common Stock shall be issued until payment, as provided herein,
therefor has been made or provided for.


          (f) Buy Out and Settlement Provisions. The Committee may at any time
on behalf of the Company offer to buy out an Option previously granted, based on
such terms and conditions as the Committee shall establish and communicate to
the Participant at the time that such offer is made.

          (g) Form, Modification, Extension and Renewal of Options. Subject to
the terms and conditions and within the limitations of the Plan, an Option shall
be evidenced by such form of agreement or grant as is approved by the Committee,
and the Committee may modify, extend or renew outstanding Options granted under
the Plan (provided that the rights of a Participant are not reduced without his
consent), or accept the surrender of outstanding Options (up to the extent not
theretofore exercised) and authorize the granting of new Options in substitution
therefor (to the extent not theretofore exercised).

          (h) Deferred Delivery of Common Shares. The Committee may in its
discretion permit Participants to defer delivery of Common Stock acquired
pursuant to a participant's exercise of an Option in accordance with the terms
and conditions established by the Committee.

          (i) Other Terms and Conditions. Options may contain such other
provisions, which shall not be inconsistent with any of the foregoing terms of
the Plan, as the Committee shall deem appropriate including, without limitation,
permitting "reloads" such that the same number of Options are granted as the
number of Options exercised, shares used to pay for the exercise price of
Options or shares used to pay withholding taxes ("Reloads"). With respect to
Reloads, the exercise price of the new Stock Option shall be the Fair Market
Value on the date of the "reload" and the term of the Stock Option shall be the
same as the remaining term of the Options that are exercised, if applicable, or
such other exercise price and term as determined by the Committee.

     6.4 Termination of Employment. The following rules apply with regard to
Options upon the Termination of Employment or Termination of Consultancy of a
Participant:

<PAGE>

          (a) Termination by Reason of Death. If a Participant's Termination of
Employment or Termination of Consultancy is by reason of death, any Stock Option
held by such Participant, unless otherwise determined by the Committee at grant
or, if no rights of the Participant's estate are reduced, thereafter, may be
exercised, to the extent exercisable at the Participant's death, by the legal
representative of the estate, at any time within a period of one (1) year from
the date of such death, but in no event beyond the expiration of the stated term
of such Stock Option.

          (b) Termination by Reason of Disability. If a Participant's
Termination of Employment or Termination of Consultancy is by reason of
Disability, any Stock Option held by such Participant, unless otherwise
determined by the Committee at grant or, if no rights of the Participant are
reduced, thereafter, may be exercised, to the extent exercisable at the
Participant's termination, by the Participant (or the legal representative of
the Participant's estate if the Participant dies after termination) at any time
within a period of one (1) year from the date of such termination, but in no
event beyond the expiration of the stated term of such Stock Option.

          (c) Termination by Reason of Retirement. If a Participant's
Termination of Employment or Termination of Consultancy is by reason of
Retirement, any Stock Option held by such Participant, unless otherwise
determined by the Committee at grant, or, if no rights of the Participant are
reduced, thereafter, shall be fully vested and may thereafter be exercised by
the Participant at any time within a period of one (1) year from the date of
such termination, but in no event beyond the expiration of the stated term of
such Stock Option; provided, however, that, if the Participant dies within such
exercise period, any unexercised Stock Option held by such Participant shall
thereafter be exercisable, to the extent to which it was exercisable at the time
of death, for a period of one (1) year (or such other period as the Committee
may specify at grant or, if no rights of the Participant's estate are reduced,
thereafter) from the date of such death, but in no event beyond the expiration
of the stated term of such Stock Option.

          (d) Involuntary Termination Without Cause or Termination for Good
Reason. If a Participant's Termination of Employment or Termination of
Consultancy is by involuntary termination without Cause or for Good Reason, any
Stock Option held by such Participant, unless otherwise determined by the
Committee at grant or, if no rights of the Participant are reduced, thereafter,
may be exercised, to the extent exercisable at termination, by the Participant
at any time within a period of ninety (90) days from the date of such
termination, but in no event beyond the expiration of the stated term of such
Stock Option.

          (e) Termination Without Good Reason. If a Participant's Termination of
Employment or Termination of Consultancy is voluntary but without Good Reason
and occurs prior to, or more than ninety (90) days after, the occurrence of an
event which would be grounds for Termination of Employment or Termination of
Consultancy by the Company for Cause (without regard to any notice or cure
period requirements), any Stock Option held by such Participant, unless
otherwise determined by the Committee at grant or, if no rights of the
Participant are reduced, thereafter, may be exercised, to the extent exercisable
at termination, by the Participant at any time within a period of thirty (30)
days from the date of such termination, but in no event beyond the expiration of
the stated term of such Stock Option.

          (f) Other Termination. Unless otherwise determined by the Committee at
grant or, if no rights of the Participant are reduced, thereafter, if a
Participant's Termination of Employment or Termination of Consultancy is for any
reason other than death, Disability, Retirement, Good Reason, involuntary
termination without Cause or voluntary termination as provided in subsection (e)
above, any Stock Option held by such participant shall thereupon terminate and
expire as of the date of termination, provided that (unless the Committee
determines a different period upon grant or, if no rights of the Participant are
reduced, thereafter) in the event the termination is for Cause or is a voluntary
termination without Good Reason within ninety (90) days after occurrence of an
event which would be grounds for Termination of Employment or Termination of
Consultancy by the Company for Cause (without regard to any notice or cure
period requirement), any Stock Option held by the Participant at the time of
occurrence of the event which would be grounds for Termination of Employment or
Termination of Consultancy by the Company for Cause shall be deemed to have
terminated and expired upon occurrence of the event which would be grounds for
Termination of Employment or Termination of Consultancy by the Company for
Cause.

<PAGE>

                                   ARTICLE VII

                               NON-TRANSFERABILITY

     Except as  provided  in the last  sentence  of this  Article  VII, no Stock
Option  granted  to an  Employee  or  Consultant  shall be  Transferable  by the
Participant  otherwise than by will or by the laws of descent and  distribution.
All Stock  Options  granted to an Employee or Consultant  shall be  exercisable,
during the  Participant's  lifetime,  only by the  Participant.  No Award shall,
except as otherwise  specifically  provided by law or herein, be Transferable in
any manner,  and any attempt to  Transfer  any such Award shall be void,  and no
such Award shall in any manner be liable for or subject to the debts, contracts,
liabilities,  engagements  or torts of any person who shall be  entitled to such
award,  nor shall it be subject to  attachment  or legal  process for or against
such person.  Notwithstanding the foregoing,  the Committee may determine at the
time of grant or thereafter, that a Non-Qualified Stock Option that is otherwise
not  transferable  pursuant to this Article VII is transferable in whole or part
and in such  circumstances,  and under  such  conditions,  as  specified  by the
Committee.

                                  ARTICLE VIII

                          CHANGE IN CONTROL PROVISIONS

     8.1 Benefits. In the event of a Change in Control of the Company (as
defined below), except as otherwise provided by the Committee upon the grant of
an Award, each Participant shall have the following benefits:

          (a) Unless otherwise provided in the applicable award agreement, all
outstanding Options of such Participant granted prior to the Change in Control
shall be fully vested and immediately exercisable in their entirety. The
Committee, in its sole discretion, may provide for the purchase of any such
Stock Options by the Company for an amount of cash equal to the excess of the
Change in Control Price (as defined below) of the shares of Common Stock covered
by such Stock Options, over the aggregate exercise price of such Stock Options.
For purposes of this Section 8.1, "Change in Control Price" shall mean the
higher of (i) the highest price per share of Common Stock paid in any
transaction related to a Change in Control of the Company, or (ii) the highest
Fair Market Value per share of Common Stock at any time during the sixty (60)
day period preceding a Change in Control.

          (b) Notwithstanding anything else herein, the Committee may, in its
sole discretion, provide for accelerated vesting of an Award upon a Termination
of Employment during the Pre-Change in Control Period. Unless otherwise
determined by the Committee, the "Pre-Change in Control Period" shall mean the
one hundred eighty (180) day period prior to a Change in Control.

     8.2 Change in Control. A "Change in Control" shall be deemed to have
occurred:

          (a) upon any "person" as such term is used in Sections 13(d) and 14(d)
of the Exchange Act (other than the Company, any trustee or other fiduciary
holding securities under any employee benefit plan of the Company, or any
company owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of Common Stock of the
Company, becoming the owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing forty percent
(40%) or more of the combined voting power of the Company's then outstanding
securities (including, without limitation, securities owned at the time of any
increase in ownership);

          (b) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors, and any new director
(other than a director designated by a person who has entered into an agreement
with the Company to effect a transaction described in paragraph (a), (c), or (d)
of this section) or a director whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf
of a person other than the Board of Directors of the Company whose election by
the Board of Directors or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of the two-year period or
whose election or nomination for election was previously so approved, cease for
any reason to constitute at least a majority of the Board of Directors;

<PAGE>

          (c) upon the merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than fifty percent (50%) of
the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation;
provided, however, that a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person
(other than those covered by the exceptions in (a) above) acquires more than
forty percent (40%) of the combined voting power of the Company's then
outstanding securities shall not constitute a Change in Control of the Company;
or

          (d) upon the stockholder's of the Company approval of a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets other than
the sale of all or substantially all of the assets of the Company to a person or
persons who beneficially own, directly or indirectly, at least fifty percent
(50%) or more of the combined voting power of the outstanding voting securities
of the Company at the time of the sale.

                                   ARTICLE IX

                      TERMINATION OR AMENDMENT OF THE PLAN

     9.1 Termination or Amendment. Notwithstanding any other provision of this
Plan, the Board may at any time, and from time to time, amend, in whole or in
part, any or all of the provisions of the Plan, or suspend or terminate it
entirely, retroactively or otherwise; provided, however, that, unless otherwise
required by law or specifically provided herein, the rights of a Participant
with respect to Awards granted prior to such amendment, suspension or
termination, may not be impaired without the consent of such Participant and,
provided further, without the approval of the stockholders of the Company, if
and to the extent required by the applicable provisions of Rule 16b-3 or, if and
to the extent required, under the applicable provisions of Section 162(m) of the
Code, or with regard to Incentive Stock Options, Section 422 of the Code, no
amendment may be made which would (i) except as permitted in Section 4.1(a),
increase the aggregate number of shares of Common Stock that may be issued under
this Plan; (ii) increase the maximum individual Participant limitations for a
fiscal year under Section 4.1(b); (iii) change the classification of employees
and Consultants eligible to receive Awards under this Plan; (iv) decrease the
minimum option price of any Stock Option; (v) extend the maximum option period
under Section 6.3; (vi) change any rights under the Plan with regard to
non-employee directors; or (vii) require stockholder approval in order for the
Plan to continue to comply with the applicable provisions, if any, of Rule
16b-3, Section 162(m) of the Code, any applicable state law.

     In no event may the Plan be amended in violation of the rules of any
exchange or system on which the Company's securities are listed or traded.

     The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but, subject to Article IV above or as otherwise
specifically provided herein, no such amendment or other action by the Committee
shall impair the rights of any holder without the holder's consent.

                                    ARTICLE X
                                  UNFUNDED PLAN

     This Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments as to which a Participant has a fixed
and vested interest but which are not yet made to a Participant by the Company,
nothing contained herein shall give any such Participant any rights that are
greater than those of a general creditor of the Company.

<PAGE>

                                   ARTICLE XI

                               GENERAL PROVISIONS

     11.1 Legend. The Committee may require each person receiving shares
pursuant to an Award under the Plan to represent to and agree with the Company
in writing that the Participant is acquiring the shares without a view to
distribution thereof. In addition to any legend required by this Plan, the
certificates for such shares may include any legend which the Committee deems
appropriate to reflect any restrictions on Transfer.

     All certificates for shares of Common Stock delivered under the Plan shall
be subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Common
Stock is then listed or any national securities association system upon whose
system the Common Stock is then quoted, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

     11.2 Other Plans. Nothing contained in this Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.

     11.3 No Right to Employment. Neither this Plan nor the grant of any Award
hereunder shall give any Participant or other employee any right with respect to
continuance of employment by the Company or any Affiliate, nor shall they be a
limitation in any way on the right of the Company or any Affiliate by which an
employee is employed to terminate his employment at any time.

     11.4 Withholding of Taxes. The Company shall have the right to deduct from
any payment to be made to a Participant, or to otherwise require, prior to the
issuance or delivery of any shares of Common Stock or the payment of any cash
hereunder, payment by the Participant of, any Federal, state or local taxes
required by law to be withheld. Upon the vesting of Restricted Stock, or upon
making an election under Code Section 83(b), a Participant shall pay all
required withholding to the Company.

     The Committee may permit any such withholding obligation with regard to any
Participant to be satisfied by reducing the number of shares of Common Stock
otherwise deliverable or by delivering shares of Common Stock already owned. Any
fraction of a share of Common Stock required to satisfy such tax obligations
shall be disregarded and the amount due shall be paid instead in cash by the
Participant.

     11.5 Listing and Other Conditions.

          (a) As long as the Common Stock is listed on a national securities
exchange or system sponsored by a national securities association, the issue of
any shares of Common Stock pursuant to an Award shall be conditioned upon such
shares being listed on such exchange or system. The Company shall have no
obligation to issue such shares unless and until such shares are so listed, and
the right to exercise any Option with respect to such shares shall be suspended
until such listing has been effected.

          (b) If at any time counsel to the Company shall be of the opinion that
any sale or delivery of shares of Common Stock pursuant to an Award is or may in
the circumstances be unlawful or result in the imposition of excise taxes on the
Company under the statutes, rules or regulations of any applicable jurisdiction,
the Company shall have no obligation to make such sale or delivery, or to make
any application or to effect or to maintain any qualification or registration
under the Securities Act of 1933, as amended, or otherwise with respect to
shares of Common Stock or Awards, and the right to exercise any Option shall be
suspended until, in the opinion of said counsel, such sale or delivery shall be
lawful or will not result in the imposition of excise taxes on the Company.

          (c) Upon termination of any period of suspension under this Section
11.5, any Award affected by such suspension which shall not then have expired or
terminated shall be reinstated as to all shares available before such suspension
and as to shares which would otherwise have become available during the period
of such suspension, but no such suspension shall extend the term of any Option.

<PAGE>


     11.6 Governing Law. This Plan shall be governed and construed in accordance
with the laws of the state of incorporation of the Company (regardless of the
law that might otherwise govern under applicable principles of conflict of
laws).

     11.7 Construction. Wherever any words are used in this Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply. To the
extent applicable, the Plan shall be limited, construed and interpreted in a
manner so as to comply with the applicable requirements of Rule 16b-3 and
Section 162(m) of the Code; however, noncompliance with Rule 16b-3 or Section
162(m) of the Code shall have no impact on the effectiveness of a Stock Option
granted under the Plan.

     11.8 Other Benefits. No Award payment under this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or its subsidiaries nor affect any benefits under any other benefit plan
now or subsequently in effect under which the availability or amount of benefits
is related to the level of compensation.

     11.9 Costs. The Company shall bear all expenses included in administering
this Plan, including expenses of issuing Common Stock pursuant to any Awards
hereunder.

     11.10 No Right to Same Benefits. The provisions of Awards need not be the
same with respect to each Participant, and such Awards to individual
Participants need not be the same in subsequent years.

     11.11 Death/Disability. The Committee may in its discretion require the
transferee of a Participant to supply it with written notice of the
Participant's death or Disability and to supply it with a copy of the will (in
the case of the Participant's death) or such other evidence as the Committee
deems necessary to establish the validity of the transfer of an Award. The
Committee may also require the agreement of the transferee to be bound by all of
the terms and conditions of the Plan.

     11.12 Section 16(b) of the Exchange Act. All elections and transactions
under the Plan by persons subject to Section 16 of the Exchange Act involving
shares of Common Stock are intended to comply with any applicable condition
under Rule 16b-3. The Committee may establish and adopt written administrative
guidelines, designed to facilitate compliance with Section 16(b) of the Exchange
Act, as it may deem necessary or proper for the administration and operation of
the Plan and the transaction of business thereunder.

     11.13 Severability of Provisions. If any provision of the Plan shall be
held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and the Plan shall be construed and enforced
as if such provisions had not been included.

     11.14 Headings and Captions. The headings and captions herein are provided
for reference and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.

                                   ARTICLE XII

                                  TERM OF PLAN

     No Award shall be granted pursuant to the Plan on or after the tenth
anniversary of the earlier of the date the Plan is adopted or the date of
stockholder approval, but Awards granted prior to such tenth anniversary may
extend beyond that date.

                                  ARTICLE XIII

                                  NAME OF PLAN

     This Plan shall be known as the 24/7 Media, Inc. 2001 Stock Incentive Plan
for Non-Officers.