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                          DENDRITE INTERNATIONAL, INC.

                                 1992 STOCK PLAN

                     (AS AMENDED THROUGH MARCH 24, 2000(1))

1.         PURPOSE. This 1992 Stock Plan (the "Plan") is intended to provide
incentives: (a) to the officers and other employees of Dendrite International,
Inc. (the "Company"), its parent (if any) and any present or future subsidiaries
of the Company (collectively, "Related Corporations") by providing them with
opportunities to purchase stock in the Company pursuant to options granted
hereunder which qualify as "incentive stock options" under Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code") ("ISO" or "ISOs"); (b) to
directors, officers, employees and consultants of the Company and Related
Corporations by providing them with opportunities to purchase stock in the
Company pursuant to options granted hereunder which do not qualify as ISOs
("Non-Qualified Option" or "Non-qualified Options") (c) to directors, officers,
employees and consultants of the Company and Related Corporations by providing
them with awards of stock in the Company ("Awards"); and (d) to directors,
officers, employees and consultants of the Company and Related Corporations by
providing them with opportunities to make direct purchases of stock in the
Company ("Purchases"). Both ISOs and Non-Qualified Options are referred to
hereafter individually as an "Option" and collectively as "Options". Options,
Awards and authorizations to make Purchases are referred to hereafter
collectively as "Stock Rights". As used herein, the terms "parent" and
"subsidiary" mean "parent corporation" and "subsidiary corporation",
respectively, as those terms are defined in Section 424 of the Code.

2.         ADMINISTRATION OF THE PLAN.

           A.         BOARD OR COMMITTEE ADMINISTRATION.  The Plan shall be
           administered by the Board of Directors of the Company (the "Board").
           The Board may appoint a Stock Plan Committee (the "Committee") of
           three or more of its members to administer this Plan. However, at
           least two members of the Committee appointed by the Board to
           administer the Plan and to perform the functions set forth herein
           must be "outside directors" within the meaning of Section 162(m) of
           the Code. If the Committee has been so appointed, no member of the
           Committee, while a member, shall be eligible to participate in the
           Plan. Hereinafter, all references in this Plan to the "Committee"
           shall mean the Board if no Committee has been appointed. Subject to
           ratification of the grant or authorization of each Stock Right by the
           Board (if so required by applicable state law), and subject to the
           terms of the Plan, the Committee shall have the authority to (i)
           determine the employees of the Company and Related Corporation (from
           among the class of employees eligible under paragraph 3 to receive
           ISOs) to whom ISOs may be granted, and to determine (from among the
           class of individuals and entities eligible under paragraph 3 to
           receive Non-Qualified Options and Awards and to make Purchases) to
           whom Non-Qualified Options, Awards and authorizations to make
           Purchases may be granted; (ii) determine the time or times at which
           Options or Awards may be granted or Purchases made; (iii) determine
           the Option price of shares subject to each Option, which price shall
           not be less than the minimum price specified in paragraph 6, and the
           purchase price of shares subject to each Purchase; (iv) determine
           whether each Option granted shall be an ISO or a Non-Qualified
           Option; (v) determine (subject to paragraph 7) the time or times when
           each Option

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(1) The Plan has been amended to reflect the three-for-two forward stock split
(the "Stock Split") of the Company's Common Stock which became effective on
October 8, 1999, and all share amounts and per share prices provided herein have
been adjusted to reflect such Stock Split.

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           shall become exercisable and the duration of the exercise period;
           (vi) determine whether restrictions such as repurchase Options are to
           be imposed on shares subject to Options, Awards and Purchases and the
           nature of such restrictions, if any, and (vii) interpret the Plan and
           prescribe and rescind rules and regulations relating to it. If the
           Committee determines to issue a Non-Qualified Option, it shall take
           whatever actions it deems necessary, under Section 422 of the Code
           and the regulations promulgated thereunder, to ensure that such
           Option is not treated as an ISO. The interpretation and construction
           by the Committee of any provisions of the Plan or of any Stock Right
           granted under it shall be final unless otherwise determined by the
           Board. The Committee may from time to time adopt such rules and
           regulations for carrying out the Plan as it may deem best. No member
           of the Board or the Committee shall be liable for any action or
           determination made in good faith with respect to the Plan or any
           Stock Right granted under it.

           B.         COMMITTEE ACTIONS. The Committee may select one of its
           members as its chairman, and shall hold meetings at such time and
           place as it may determine. Acts by a majority of the Committee, or
           acts reduced to or approved in writing by a majority of the members
           of the Committee, shall be the valid acts of the Committee. From time
           to time the Board may increase the size of the Committee and appoint
           additional members thereof, remove members (with or without cause)
           and appoint new members in substitution therefor, fill vacancies
           however caused, or remove all members of the Committee and thereafter
           directly administer the Plan.

           C.         GRANT OF STOCK RIGHTS TO BOARD MEMBERS. Stock Rights may
           be granted to members of the Board, but any such grant shall be made
           and approved in accordance with paragraph 2(D), if applicable. All
           grants of Stock Rights to members of the Board shall in all other
           respects be made in accordance with the provisions of this Plan
           applicable to other eligible persons. Members of the Board who are
           either (i) eligible for Stock Rights pursuant to the Plan or (ii)
           have been granted Stock Rights may vote on any matters affecting the
           administration of the Plan or the grant of any Stock Rights pursuant
           to the Plan, except that no such member shall act upon the granting
           to himself of Stock Rights, but any such member may be counted in
           determining the existence of a quorum at any meeting of the Board
           during which action is taken with respect to the granting to him of
           the Stock Rights.

           D.         COMPLIANCE WITH FEDERAL SECURITIES LAWS. In the event the
           Company registers any class of any equity security pursuant to
           Section 12 of the Securities Exchange Act of 1934, as amended (the
           "Exchange Act"), any grant of Stock Rights to a member of the Board
           (made at any time from the effective date of such registration until
           six months after the termination of such registration) must be
           approved by a majority vote of the Committee; provided, however, that
           the Committee shall consist of two or more directors, each of whom is
           a disinterested person, i.e., a director who is not, during the one
           year prior to service as an administrator of the Plan, eligible to be
           granted or awarded Options or equity securities pursuant to the Plan
           or any other plan of the Company or a Related Company.

3.         ELIGIBLE EMPLOYEES AND OTHERS. ISOs may be granted to any employee of
the Company or any Related Corporation. Those officers and directors of the
company who are not employees may not be granted ISOs under the Plan.
Non-Qualified Options, Awards and authorizations to make Purchases may be
granted to an employee, officer or director (whether or not also an employee) or
consultant of the Company or any Related Corporation. The Committee may take
into consideration a recipient's individual circumstances in determining whether
to grant an ISO, a Non-Qualified Option, an Award or an authorization to make a
Purchase. Granting of any Stock Right to any

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individual or entity shall neither entitle that individual or entity to, nor
disqualify him from, participation in any other grant of Stock Rights.

4.         STOCK. The stock subject to Options, Awards and Purchases shall be
authorized but unissued shares of Common Stock of the Company, no par value per
share (the "Common Stock"), or shares of the Common Stock reacquired by the
Company in any manner. The aggregate number of shares, on a post-split adjusted
basis, which may be issued pursuant to Stock Rights under the Plan is 3,600,000,
subject to adjustment as provided in paragraph 13. If any Option granted under
the Plan shall expire or terminate for any reason without having been exercised
in full or shall cease for any reason to be exercisable in whole or in part, or
if the Company shall reacquire any unvested shares issued pursuant to Awards or
authorizations to Purchase, the unpurchased shares subject to such Options and
any unvested shares so reacquired by the Company shall again be available for
grants of Stock Rights under the Plan. Subject to adjustment as provided in
paragraph 13, no employee shall be granted in any calendar year Options to
purchase more than 750,000 shares of Common Stock, on a post-split adjusted
basis.

5.         GRANTING OF STOCK RIGHTS. Stock Rights may be granted under the Plan
at any time on or after January 21, 1992 and prior to January 20, 2002. The date
of grant of a Stock Right under the Plan will be the date specified by the
Committee at the time it grants the Stock Right; provided, however, that such
date shall not be prior to the date on which the Committee acts to approve the
grant. The Committee shall have the right, with the consent of the optionee, to
convert an ISO granted under the Plan to a Non-Qualified Option pursuant to
paragraph 16.

6.         MINIMUM OPTION PRICE; ISO LIMITATIONS.

           A.         PRICE FOR NON-QUALIFIED OPTIONS. The exercise price per
           share specified in the agreement relating to each Non-Qualified
           Option granted under the Plan shall in no event be less that the
           lesser of (i) the book value per share of Common Stock as of the end
           of the fiscal year of the company immediately preceding the date of
           such grant, or (ii) fifty percent (50%) of the fair market value per
           share of Common Stock on the date of such grant.

           B.         PRICE FOR ISOS. The exercise price per share specified in
           the agreement relating to each ISO granted under the Plan shall not
           be less than the fair market value per share of Common Stock on the
           date of such grant. In the case of an ISO to be granted to an
           employee owning stock possessing more than ten percent (10%) of the
           total combined voting power of all classes of stock of the Company or
           any Related Corporation, the price per share specified in the
           agreement relating to such ISO shall not be less than one hundred ten
           percent (110%) of the fair market value per share of Common Stock on
           the date of grant.

           C.         $100,000 ANNUAL LIMITATION ON ISOS. Each eligible employee
           may be granted ISOs only to the extent that, in the aggregate under
           this Plan and all incentive stock option plans of the Company and any
           Related Corporation, such ISOs do not become exercisable for the
           first time by such employee during any calendar year in a manner
           which would entitle the employee to purchase more than $100,000 in
           fair market value (determined at the time the ISOs were granted) of
           Common Stock in that year. Any Options granted to an employee in
           excess of such amount will be granted as Non-Qualified Options.

           D.         DETERMINATION OF FAIR MARKET VALUE.  If, at the time an
           Option is granted under the Plan, the Common Stock is publicly
           traded, "fair market value" shall be determined as of the last
           business day for which prices or quotes are available prior to the
           date such Option is granted and shall mean (i) the average (on that
           date) of the high and low prices of the Common Stock on the principal
           national securities exchange on which the Common Stock is

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           traded, if the Common Stock is then traded on a national securities
           exchange; or (ii) the last reported sale price (on that date) of the
           Common Stock on the Nasdaq National Market List, if the Common Stock
           is not then traded on a national securities exchange; or (iii) the
           closing bid price (or average of bid prices) last quoted (on that
           date) by an established quotation service for over-the-counter
           securities, if the Common Stock is not reported on the Nasdaq
           National Market List. However, if the Common Stock is not publicly
           traded at the time an Option is granted under the Plan, "fair market
           value" shall be deemed to be the fair value of the Common Stock as
           determined by the Committee after taking into consideration all
           factors which it deems appropriate, including, without limitation,
           recent sale and offer prices of the Common Stock in private
           transactions negotiated at arm's length.

7.         OPTION DURATION. Subject to earlier termination as provided in
paragraphs 9 and 10, each Option shall expire on the date specified by the
Committee, which date shall be no more than (i) ten years and one day from the
date of grant in the case of Non-Qualified Options, (ii) ten years from the date
of grant in the case of ISOs other than those ISOs described in clause (iii),
and (iii) five years from the date of grant in the case of ISOs granted to an
employee owning stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Related
Corporation. Subject to earlier termination as provided in paragraphs 9 and 10,
the term of each ISO shall be the term set forth in the original instrument
granting such ISO, except with respect to any part of such ISO that is converted
into a Non-Qualified Option pursuant to paragraph 16.

8.         EXERCISE OF OPTION.  Subject to the provisions of paragraphs 9
through 12, each Option granted under the Plan shall be exercisable as follows:

           A.         VESTING.  The Option shall either be fully exercisable on
           the date of grant or shall become exercisable thereafter in such
           installments as the Committee may specify.

           B.         FULL VESTING OF INSTALLMENTS. Once an installment becomes
           exercisable it shall remain exercisable until expiration or
           termination of the Option, unless otherwise specified by the
           Committee.

           C.         PARTIAL EXERCISE. Each Option or installment may be
           exercised at any time or from time to time, in whole or in part, for
           up to the total number of shares with respect to which it is then
           exercisable.

           D.         ACCELERATION OF VESTING. The Committee shall have the
           right to accelerate the date of exercise of any installment of any
           Option; provided that the Committee shall not, without the consent of
           an optionee, accelerate the exercise date of any installment of any
           Option granted to any employee as an ISO (and not previously
           converted into a Non-Qualified Option pursuant to paragraph 16) if
           such acceleration would violate the annual vesting limitation
           contained in Section 422(d) of the Code, as described in paragraph
           6(C).

9.         TERMINATION OF EMPLOYMENT. If an ISO optionee ceases to be employed
by the Company and all Related Corporations other than by reason of death or
disability as defined in paragraph 10, no further installments of his ISOs shall
become exercisable, and his ISOs shall terminate after the passage of ninety
(90) days from the date of termination of his employment, but in no event later
than on their specified expiration dates, except to the extent that such ISOs
(or unexercised installments thereof) have been converted into Non-Qualified
Options pursuant to paragraph 16. Employment shall be considered as continuing
uninterrupted during any bona fide leave of absence (such as those attributable
to illness, military obligations or governmental service) provided that the
period of such leave does not exceed 90 days or, if longer, any period during
which such optionee's right to reemployment is guaranteed by statute. A bona
fide leave of absence with the written approval of the

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Committee shall not be considered an interruption of employment under the Plan,
provided that such written approval contractually obligates the Company or any
Related Corporation to continue the employment of the optionee after the
approved period of absence. ISO's granted under the Plan shall not be affected
by any change of employment within or among the Company and Related
Corporations, so long as the optionee continues to be an employee of the Company
or any Related Corporation. Nothing in the Plan shall be deemed to give any
grantee of any Stock Right the right to be retained in employment or other
service by the Company or any Related Corporation for any period of time.

10.        DEATH; DISABILITY.

           A.         DEATH. If an ISO optionee ceases to be employed by the
           Company and all Related Corporations by reason of his death, any ISO
           of his may be exercised, to the extent of the number of shares with
           respect to which he could have exercised it on the date of his death,
           by his estate, personal representative or beneficiary who has
           acquired the ISO by will or by the laws of descent and distribution,
           at any time prior to the earlier of the specified expiration date of
           the ISO or 180 days from the date of the optionee's death.

           B.         DISABILITY. If an ISO optionee ceases to be employed by
           the Company and all Related Corporations by reason of his disability,
           he shall have the right to exercise any ISO held by him on the date
           of termination of employment, to the extent of the number of shares
           with respect to which he could have exercised it on that date, at any
           time prior to the earlier of the specified expiration date of the ISO
           or 180 days from the date of the termination of the optionee's
           employment. For the purposes of the Plan, the term "disability" shall
           mean "permanent and total disability" as defined in Section 22 (e)
           (3) of the Code or successor statute.

11.        ASSIGNABILITY. No Option shall be assignable or transferable by the
optionee except by will or by the laws of descent and distribution, and during
the lifetime of the optionee each Option shall be exercisable only by him.

12.        TERMS AND CONDITIONS OF OPTIONS.

           A.         GENERAL TERMS AND CONDITIONS. Options shall be evidenced
           by instruments (which need not be identical) in such forms as the
           Committee may from time to time approve. Such instruments shall
           conform to the terms and conditions set forth in paragraphs 6 through
           11 hereof and may contain such other provisions as the Committee
           deems advisable which are not inconsistent with the Plan, including
           restrictions applicable to shares of Common Stock issuable upon
           exercise of Options. In granting any Non-Qualified Option, the
           Committee may specify that such Non-Qualified Option shall be subject
           to the restrictions set forth herein with respect to ISO's, or to
           such other termination and cancellation provisions as the Committee
           may determine. The Committee may from time to time confer authority
           and responsibility on one or more of its own members and/or one or
           more officers of the Company to execute and deliver such instruments.
           The proper officers of the Company are authorized and directed to
           take any and all action necessary or advisable from time to time to
           carry out the terms of such instruments.

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           B.        SPECIAL TERMS AND CONDITIONS. Without limiting the
           generality of paragraph 12(A), the Committee may include in any such
           instrument described in paragraph 12(A) one or more of the following
           provisions:

                     1.        ADDRESSING THE BEHAVIOR OF INDIVIDUALS

                     "The exercise of any Option after termination of employment
           shall be subject to satisfaction of the condition precedent that the
           optionee neither takes other employment nor renders services to
           others without the written consent of the Company, nor conducts
           himself/herself in a manner adversely affecting the Company."

                     2.        LIMITING PUBLIC COMMENTS

                     "You agree not to make any false, misleading, or negative
           statements, either orally or in writing, about the Company, its
           Directors or organizations they represent, or its Officers or to
           otherwise disparage them or any of them, and Dendrite's Directors and
           the organizations they represent, and its Executive Officers, agree
           not to make any false, misleading or negative statements, either
           orally or in writing, about you or to otherwise disparage you. The
           appropriate liquidated damages for each such incident will be
           $25,000.00."

                     3.        FORFEITURE OF BENEFITS

                     "The optionee acknowledges that a material part of the
           inducement for the Company to enter into this agreement is the
           optionee's covenants with respect to non-competition and
           non-disparagement set forth in this agreement. The optionee agrees
           that if he shall breach any of those covenants, the Company shall
           have no further obligation to pay the optionee any benefits otherwise
           payable hereunder (except as may otherwise be required at law) and
           shall be entitled to such other legal and equitable relief as a court
           or arbitrator shall reasonably determine, unless such breach is an
           inadvertent breach that does not result in any significant harm to
           the Company."

13.        ADJUSTMENTS. Upon the occurrence of any of the events described in
subparagraphs A, B or D below, an optionee's rights with respect to Stock Rights
granted to him hereunder (and the securities reserved for issuance hereunder)
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the Stock Right recipient and the
Company relating to such Stock Right:

           A.         ADJUSTMENTS IN CAPITALIZATION. Subject to any specific
           provisions in paragraph B below, in the event of any change in the
           outstanding shares of Common Stock (including any increase or
           decrease in such shares) by reason of any stock dividend or split,
           recapitalization, merger, consolidation, spin-off, combination or
           exchange of shares or other similar corporate change, or any
           distributions to common stockholders other than regular cash
           dividends, the Committee, the Board or the board of directors of any
           entity assuming the obligations of the Company hereunder (the
           "Successor Board") may make such substitution or adjustment, if any,
           as it deems to be equitable, as to the number or kind of shares of
           Common Stock or other securities reserved for issuance pursuant to
           the Plan, or subject to outstanding ISOs, and to any other terms and
           conditions of outstanding ISOs including the ISO exercise price.

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           B.         CONSOLIDATIONS OR MERGERS. If the Company is to be
           consolidated with or acquired by another entity in a merger, sale of
           all or substantially all of the Company's assets or otherwise (an
           "Acquisition"), the Committee, the Board, or the Successor Board,
           shall, as to outstanding Options, either (i) make appropriate
           provision for the continuation of such Options by substituting on an
           equitable basis for the shares then subject to such Options the
           consideration payable with respect to the outstanding shares of
           Common Stock in connection with the Acquisition; or (ii) upon written
           notice to the optionees, provide that all Options must be exercised,
           to the extent then exercisable, within a specified number of days of
           the date of such notice, at the end of which period the Options shall
           terminate; or (iii) terminate all Options in exchange for a cash
           payment equal to the excess of the fair market value of the shares
           subject to such ISOs (to the extent then exercisable) over the
           exercise price thereof; or (iv) upon written notice to the optionees,
           provided that all ISOs shall be immediately exercisable in full
           regardless of any vesting schedule otherwise applicable.

           C.         MODIFICATION OF ISOS. Notwithstanding the foregoing, any
           adjustments made pursuant to subparagraphs A or B with respect to
           ISOs shall be made only after the Committee, after consulting with
           counsel for the Company, determines whether such adjustments would
           constitute a "modification" of such ISOs (as that term is defined in
           Section 424 of the Code) or would cause any adverse tax consequences
           for the holders of such ISOs. If the Committee determines that such
           adjustments made with respect to ISOs would constitute a modification
           of such ISOs, it may refrain from making such adjustments.

           D.         DISSOLUTION OF LIQUIDATION. In the event of the proposed
           dissolution or liquidation of the Company, each Option will terminate
           immediately prior to the consummation of such proposed action or at
           such other time and subject to such other conditions as shall be
           determined by the Committee.

           E.         FRACTIONAL SHARES. No fractional shares shall be issued
           under the Plan and the optionee shall receive from the Company cash
           in lieu of such fractional shares.

           F.         RESTRICTED COMMON STOCK. If any person or entity owning
           restricted Common Stock obtained by exercise of a Stock Right made
           hereunder receives shares or securities or cash in connection with a
           corporate transaction described in subparagraph A or B above as a
           result of owning such restricted Common Stock, such shares or
           securities or cash shall be subject to all of the conditions and
           restrictions applicable to the restricted Common Stock with respect
           to which such shares or securities or cash were issued, unless
           otherwise determined by the Committee or the Successor Board or
           otherwise provided herein.

14.        MEANS OF EXERCISING STOCK RIGHTS. A Stock Right (or any part or
installment thereof) shall be exercised by giving written notice to the Company
at its principal office address. Such notice shall identify the Stock Right
being exercised and specify the number of shares as to which such Stock Right is
being exercised, accompanied by full payment of the purchase price therefor
either (a) in United States dollars in cash or by check, or (b) at the
discretion of the committee, through delivery of shares of Common Stock having a
fair market value equal as of the date of the exercise to the cash exercise
price of the Stock Right, or (c) at the discretion of the Committee, by delivery
of the grantee's personal recourse note bearing interest payable not less than
annually at not less than 100% of the lowest applicable Federal rate, as defined
in Section 1274(d) of the Code, or (d) at the discretion of the Committee,
through a cashless exercise procedure established with a broker dealer or (e) at
the discretion of the Committee, by any combination of (a), (b), (c) and (d)
above. If the committee exercises its discretion to permit payment of the
exercise price of an ISO by means of the methods set forth in clauses (b), (c),
(d) or (e) of the preceding sentence, such discretion shall be

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exercised in writing at the time of the grant of the ISO in question. The holder
of a Stock Right shall not have the rights of a shareholder with respect to the
shares covered by his Stock Right until the date of issuance of a stock
certificate to him for such shares. Except as expressly provided above in
paragraph 13 with respect to changes in capitalization and stock dividends, no
adjustment shall be made for dividends or similar rights for which the record
date is before the date such stock certificate is issued.

15.        TERM AND AMENDMENT OF PLAN. This Plan was adopted by the Board on
January 21, 1992, subject (with respect to the validation of ISOs granted under
the Plan) to approval of the Plan by the stockholders of the Company at the next
Meeting of Stockholders or, in lieu thereof, by written consent. If the approval
of stockholders is not obtained prior to January 20, 1993, any grants of ISOs
under the Plan made prior to that date will be rescinded. The Plan shall expire
at the end of the day on January 20, 2002 (except as to Options outstanding on
that date). Subject to the provisions of paragraph 5 above, Stock Rights may be
granted under the Plan prior to the date of stockholder approval of the Plan.
The Board may terminate or amend the Plan in any respect at any time, except
that, without the approval of stockholders obtained within 12 months before or
after the Board adopts a resolution authorizing any of the following actions:
(a) the total number of shares that may be issued under the Plan may not be
increased (except by adjustment pursuant to paragraph 13); (b) the provisions of
paragraph 3 regarding eligibility for grants of ISOs may not be modified; (c)
the provisions of paragraph 6(B) regarding the exercise price at which shares
may be offered pursuant to ISOs may not be modified (except by adjustment
pursuant to paragraph 13); and (d) the expiration date of the Plan may not be
extended. Except as otherwise provided in this paragraph 15, in no event may any
action of the Committee, the Board or stockholders alter or impair the rights of
a grantee, without his consent, under any Stock Right previously granted to him.

16.        CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS.
The Committee, at the written request of any optionee, may in its discretion
take such actions as may be necessary to convert such optionee's ISOs (or any
installments or portions of installments thereof) that have not been exercised
on the date of conversion into Non-Qualified Options at any time prior to the
expiration of such ISOs, regardless of whether the optionee is an employee of
the Company or a Related Corporation at the time of such conversion. Such
actions may include, but not be limited to, extending the exercise period or
reducing the exercise price of the appropriate installments of such ISOs. At the
time of such conversion, the Committee (with the consent of the optionee) may
impose such conditions on the exercise of the resulting Non-Qualified Options as
the Committee in its discretion may determine, provided that such conditions
shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to
give any optionee the right to have such optionee's ISOs converted into
Non-Qualified Options, and no such conversion shall occur until and unless the
Committee takes appropriate action. The Committee, with the consent of the
optionee, may also terminate any portion of any ISO that has not been exercised
at the time of such conversion.

17.        APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of shares pursuant to Options granted and Purchases authorized under the
Plan shall be used for general corporate purposes.

18.        GOVERNMENTAL REGULATION. The Company's obligation to sell and deliver
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.

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19.        WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the exercise of a
Non-Qualified Option, the grant of an Award, the making of a Purchase of Common
Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in paragraph 20) or the vesting of restricted Common
Stock acquired on the exercise of a Stock Right hereunder, the Company, in
accordance with Section 3402(a) of the Code, may require the optionee, Award
recipient or purchaser to pay additional withholding taxes in respect of the
amount that is considered compensation includible in such person's gross income.
The Committee in its discretion may condition (i) the exercise of an Option,
(ii) the grant of any Award, (iii) the making of a Purchase of Common Stock for
less than its fair market value, or (iv) the vesting of restricted Common Stock
acquired by exercising a Stock Right, on the grantee's payment of such
additional withholding taxes.

20.        NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. Each employee who
receives an ISO must agree to notify the Company in writing immediately after
the employee makes a Disqualifying Disposition of any Common Stock acquired
pursuant to the exercise of an ISO. A Disqualifying Disposition is any
disposition (including any sale) of such Common Stock before the later of (a)
two years after the date the employee was granted the ISO, or (b) one year after
the date the employee acquired Common stock by exercising the ISO. If the
employee has died before such stock is sold, these holding period requirements
do not apply and no Disqualifying Disposition can occur thereafter.

21.        GOVERNING LAW: CONSTRUCTION. The validity and construction of the
Plan and the instruments evidencing Stock Rights shall be governed by the Laws
of the State of New Jersey, without regard to the conflict of laws provisions
thereof. In construing this Plan, the singular shall include the plural and the
masculine gender shall include the feminine and neuter, unless the context
otherwise requires.

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