Exhibit 10.2











                               GURUNET CORPORATION


                                 2004 STOCK PLAN


                          ADOPTED ON DECEMBER [ ], 2003



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                                TABLE OF CONTENTS

                                                                    PAGES


SECTION 1.  ESTABLISHMENT AND PURPOSE..........................................1


SECTION 2.  ADMINISTRATION.....................................................1

   (a)      Committees of the Board of Directors...............................1
   (b)      Authority of the Board of Directors................................1

SECTION 3.  ELIGIBILITY........................................................1

   (a)      General Rule.......................................................1
   (b)      Ten-Percent Stockholders...........................................1

SECTION 4.  STOCK SUBJECT TO PLAN..............................................2

   (a)      Basic Limitation...................................................2
   (b)      Additional Shares..................................................2

SECTION 5.  TERMS AND CONDITIONS OF AWARDS OR SALES............................2

   (a)      Stock Purchase Agreement...........................................2
   (b)      Duration of Offers and Nontransferability of Rights................2
   (c)      Purchase Price.....................................................2
   (d)      Withholding Taxes..................................................3
   (e)      Restrictions on Transfer of Shares and Minimum Vesting.............3
   (f)      Accelerated Vesting................................................3

SECTION 6.  TERMS AND CONDITIONS OF OPTIONS....................................3

   (a)      Stock Option Agreement.............................................3
   (b)      Number of Shares...................................................3
   (c)      Exercise Price.....................................................3
   (d)      Withholding Taxes..................................................4
   (e)      Exercisability.....................................................4
   (f)      Accelerated Exercisability.........................................4
   (g)      Basic Term.........................................................4
   (h)      Transferability....................................................4
   (i)   Termination of Service (Except by Death) .............................5
   (j)   Leaves of Absence.....................................................5
   (k)      Death of Optionee..................................................5
   (l)   No Rights as a Stockholder............................................6
   (m)      Modification, Extension and Assumption of Options..................6
   (n)      Restrictions on Transfer of Shares and Minimum Vesting.............6
   (o)      Accelerated Vesting................................................6
   (p)      Director Grants....................................................6

SECTION 7.  PAYMENT FOR SHARES.................................................7

   (a)      General Rule.......................................................7
   (b)      Surrender of Stock.................................................7
   (c)      Services Rendered..................................................7

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   (d)      Promissory Note....................................................7
   (e)      Exercise/Sale......................................................8
   (f)      Exercise/Pledge....................................................8

SECTION 8.  ADJUSTMENT OF SHARES...............................................8

   (a)      General............................................................8
   (b)      Mergers and Consolidations.........................................8
   (c)      Reservation of Rights..............................................9

SECTION 9.  SECURITIES LAW REQUIREMENTS........................................9

   (a)      General............................................................9
   (b)      Financial Reports..................................................9

SECTION 10.  NO RETENTION RIGHTS...............................................9


SECTION 11.  DURATION AND AMENDMENTS...........................................9

   (a)      Term of the Plan...................................................9
   (b)      Right to Amend or Terminate the Plan..............................10
   (c)      Effect of Amendment or Termination................................10

SECTION 12.  SPECIAL PROVISIONS FOR ISRAELI RESIDENTS.........................10

   (a)      Scope.............................................................10
   (b)      Grants Under Israeli Law..........................................10
   (c)      Exercise..........................................................10
   (d)      Transfer..........................................................10
   (e)      Applicable Law....................................................10
   (f)      Tax Consequences..................................................10

SECTION 13.  DEFINITIONS......................................................12


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                       GURUNET CORPORATION 2004 STOCK PLAN



SECTION 1.  ESTABLISHMENT AND PURPOSE.

         The purpose .of the Plan is to offer selected persons an opportunity to
acquire a  proprietary  interest in the success of the  Company,  or to increase
such interest,  by purchasing  Shares of the Company's  Stock. The Plan provides
both for the  direct  award,  or sale of Shares  and for the grant of Options to
purchase  Shares.  Options  granted  under the Plan may be NSOs  (including  the
Options  described in Section 12) or ISOs  intended to qualify under Section 422
of the Code.

         Capitalized terms are defined in Section 13.

SECTION 2.  ADMINISTRATION.

            (a)  COMMITTEES  OF  THE  BOARD  OF  DIRECTORS.   The  Plan  may  be
administered by one or more  Committees.  Each Committee shall consist of one or
more members of the Board of Directors  who have been  appointed by the Board of
Directors,  PROVIDED  HOWEVER,  that  during any period in which the Company has
outstanding  any class of common  equity  securities  required to be  registered
under  Section  12 of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), the Plan shall be administered by a Committee consisting of two
or more  individuals  who are (i) "outside  directors" (as defined in applicable
regulations under Section 162(m) of the Code) and (ii) "non-employee  directors"
as defined in Rule 16b-3  promulgated  under the Exchange  Act, or any successor
provision  ("Rule  16b-3").  Each  Committee  shall have such  authority  and be
responsible  for such functions as the Board of Directors has assigned to it. If
no Committee has been appointed,  the entire Board of Directors shall administer
the Plan. Any reference to the Board of Directors in the Plan shall be construed
as a reference  to the  Committee  (if any) to whom the Board of  Directors  has
assigned a particular function.

            (b) AUTHORITY OF THE BOARD OF DIRECTORS.  Subject to the  provisions
of the Plan and Section 2(a),  the Board of Directors  shall have full authority
and  discretion  to take any actions it deems  necessary  or  advisable  for the
administration of the Plan. All decisions,  interpretations and other actions of
the  Board of  Directors  shall be final  and  binding  on all  Purchasers,  all
Optionees and all persons deriving their rights from a Purchaser or Optionee.

SECTION 3.  ELIGIBILITY.

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

            (b) TEN-PERCENT STOCKHOLDERS. A person who owns more than 10% of the
total combined voting power of all classes of outstanding  stock of the Company,
its

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Parent or any of its  Subsidiaries  shall not be eligible for  designation as an
Optionee or Purchaser unless (i) the Exercise Price is at least 110% of the Fair
Market Value of a Share on the date of grant,  (ii) the Purchase  Price (if any)
is at least 100% of the Fair Market  Value of a Share,  and (iii) in the case of
an ISO, such ISO by its terms is not  exercisable  after the  expiration of five
years  from  the  date of  grant.  For  purposes  of  this  Subsection  (b),  in
determining stock ownership, the attribution rules of Section 424(d) of the Code
shall be applied.

SECTION 4.  STOCK SUBJECT TO PLAN.

            (a)  BASIC  LIMITATION.   Shares  offered  under  the  Plan  may  be
authorized but unissued Shares or treasury Shares. The number of Shares that may
be issued  under the Plan (upon  exercise of Options or other  rights to acquire
Shares)  shall not exceed  866,000 in the  aggregate,  or  866,000  per  person,
subject to  adjustment  pursuant  to  Section  8. The number of Shares  that are
subject to Options or other rights  outstanding at any time under the Plan shall
not exceed the number of Shares that then remain  available  for issuance  under
the Plan. The Company,  during the term of the Plan,  shall at all times reserve
and keep available sufficient Shares to satisfy the requirements of the Plan.

            (b) ADDITIONAL  SHARES. In the event that any outstanding  Option or
other right for any reason expires or is canceled or otherwise  terminated,  the
Shares allocable to the unexercised  portion of such Option or other right shall
again be available for the purposes of the Plan. In the event that Shares issued
under  the  Plan  are  reacquired  by the  Company  pursuant  to any  forfeiture
provision,  right of  repurchase  or right of first  refusal,  such Shares shall
again be  available  for the  purposes of the Plan,  except  that the  aggregate
number of Shares which may be issued upon the exercise of ISOs shall in no event
exceed [ ] Shares (subject to adjustment pursuant to Section 8).

SECTION 5.  TERMS AND CONDITIONS OF AWARDS OR SALES.

            (a) STOCK PURCHASE AGREEMENT. Each award or sale of Shares under the
Plan  (other  than upon  exercise of an Option)  shall be  evidenced  by a Stock
Purchase  Agreement  between the Purchaser  and the Company.  Such award or sale
shall be subject to all  applicable  terms and conditions of the Plan and may be
subject to any other terms and conditions  which are not  inconsistent  with the
Plan and which the Board of Directors deems appropriate for inclusion in a Stock
Purchase  Agreement.  The  provisions of the various Stock  Purchase  Agreements
entered into under the Plan need not be identical.

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

            (c) PURCHASE PRICE. The Purchase Price of Shares to be offered under
the Plan shall not be less than 85% of the Fair Market Value of such Shares, and
a higher

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percentage  may be required by Section (b).  Subject to the preceding  sentence,
the  Board  of  Directors  shall  determine  the  Purchase  Price  at  its  sole
discretion.  The Purchase  Price shall be payable in a form described in Section
7.

            (d) WITHHOLDING TAXES. As a condition to the purchase of Shares, the
Purchaser shall make such arrangements as the Board of Directors may require for
the  satisfaction  of any  federal,  state,  local or  foreign  withholding  tax
obligations that may arise in connection with such purchase.

            (e)  RESTRICTIONS  ON TRANSFER OF SHARES AND  MINIMUM  VESTING.  Any
Shares  awarded  or sold  under  the  Plan  shall  be  subject  to such  special
forfeiture conditions,  rights of repurchase,  rights of first refusal and other
transfer restrictions as the Board of Directors may determine. Such restrictions
shall be set forth in the applicable Stock Purchase Agreement and shall apply in
addition to any restrictions that may apply to holders of Shares  generally.  In
the  case of a  Purchaser  who is not an  officer  of the  Company,  an  Outside
Director or a Consultant,  any right to repurchase the Purchaser's Shares at the
original  Purchase Price (if any) upon  termination of the  Purchaser's  Service
shall  lapse at least as  rapidly  as 20% per  year  over the  five-year  period
commencing on the date of the award or sale of the Shares. Any such right may be
exercised only within 90 days after the termination of the  Purchaser's  Service
for cash or for cancellation of indebtedness incurred in purchasing the Shares.

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

SECTION 6.  TERMS AND CONDITIONS OF OPTIONS.

            (a) STOCK OPTION  AGREEMENT.  Each grant of an Option under the Plan
shall be  evidenced  by a Stock  Option  Agreement  between the Optionee and the
Company.  Such Option shall be subject to all applicable terms and conditions of
the Plan and may be  subject  to any other  terms and  conditions  which are not
inconsistent  with the Plan and which the Board of Directors  deems  appropriate
for inclusion in a Stock Option  Agreement.  The provisions of the various Stock
Option Agreements entered into under the Plan need not be identical.

            (b) NUMBER OF SHARES.  Each Stock Option Agreement shall specify the
number of Shares  that are  subject  to the  Option  and shall  provide  for the
adjustment  of such  number in  accordance  with  Section  8. The  Stock  Option
Agreement  shall also specify whether the Option is an ISO, an NSO, or an Option
described in Section 12.

            (c) EXERCISE  PRICE.  Each Stock Option  Agreement shall specify the
Exercise Price.  The Exercise Price of an ISO shall not be less than 100% of the
Fair

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Market  Value of a Share on the date of grant,  and a higher  percentage  may be
required by Section  3(b).  The Exercise  Price of an NSO shall not be less than
85% of the Fair  Market  Value of a Share on the date of grant.  Subject  to the
preceding two sentences, the Exercise Price under any Option shall be determined
by the Board of Directors at its sole  discretion.  The Exercise  Price shall be
payable in a form described in Section 7.

            (d) WITHHOLDING  TAXES. As a condition to the exercise of an Option,
the Optionee shall make such  arrangements as the Board of Directors may require
for the  satisfaction of any federal,  state,  local or foreign  withholding tax
obligations that may arise in connection with such exercise.  The Optionee shall
also make  such  arrangements  as the Board of  Directors  may  require  for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may  arise in  connection  with  the  disposition  of  Shares  acquired  by
exercising an Option.

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

            (f) ACCELERATED  EXERCISABILITY.  Unless the applicable Stock Option
Agreement  provides  otherwise,  all  of  an  Optionee's  Options  shall  become
exercisable  in full if (i) the Company is subject to a Change in Control before
the Optionee's Service terminates,  (ii) such Options do not remain outstanding,
(iii) such Options are not assumed by the  surviving  corporation  or its parent
and (iv) the surviving  corporation  or its parent does not  substitute  options
with substantially the same terms for such Options.

            (g) BASIC TERM. The Stock Option Agreement shall specify the tern of
the  Option.  The term shall end 10 years from the date of grant,  and a shorter
term may be required by Section  3(b).  Subject to the preceding  sentence,  the
Board of Directors at its sole  discretion  shall determine when an Option is to
expire.

            (h) TRANSFERABILITY. An Option shall be transferable by the Optionee
only by (i) a beneficiary designation,  (ii) a will or (iii) the laws of descent
and  distribution,  except as provided in the next  sentence.  If the applicable
Stock Option  Agreement so provides,  an NSO shall also be  transferable  by the
Optionee by (i) a gift to a member of the Optionee's  Immediate Family or (ii) a
gift to an inter virus or testamentary  trust in which members of the Optionee's
Immediate Family have a beneficial  interest of more than 50% and which provides
that such NSO is to be  transferred  to the  beneficiaries  upon the  Optionee's
death.  An ISO may be exercised  during the lifetime of the Optionee only by the
Optionee or by the Optionee's guardian or legal representative.

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            (i)  TERMINATION  OF SERVICE  (EXCEPT BY  DEATH).  If an  Optionee's
Service  terminates  for any reason other than the  Optionee's  death,  then the
Optionee's Options shall expire on the earlier of the following occasions:

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

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

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

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

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

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

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

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

All or part of the  Optionee's  Options may be  exercised at any time before the
expiration  of such Options  under the  preceding  sentence by the  executors or
administrators  of the Optionee's  estate or by any person who has acquired such
Options  directly  from the  Optionee  by  beneficiary  designation,  bequest or
inheritance,  but only to the extent

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that such Options had become  exercisable  before the Optionee's death or became
exercisable  as a result of the death.  The balance of such Options  shall lapse
when the Optionee dies.

            (l) NO RIGHTS AS A STOCKHOLDER.  An Optionee,  or a transferee of an
Optionee,  shall  have no rights as a  stockholder  with  respect  to any Shares
covered by the Optionee's  Option until such person becomes  entitled to receive
such  Shares  by filing a notice of  exercise  and  paying  the  Exercise  Price
pursuant to the terms of such Option.

            (m)  MODIFICATION,  EXTENSION AND ASSUMPTION OF OPTIONS.  Within the
limitations  of the Plan,  the Board of Directors  may modify,  extend or assume
outstanding  Options or may  accept  the  cancellation  of  outstanding  Options
(whether  granted by the  Company or another  issuer) in return for the grant of
new Options  for the same or a  different  number of Shares and at the same or a
different Exercise Price. The foregoing  notwithstanding,  no modification of an
Option shall, without the consent of the Optionee,  impair the Optionee's rights
or increase the Optionee's obligations under such Option.

            (n)  RESTRICTIONS  ON TRANSFER OF SHARES AND  MINIMUM  VESTING.  Any
Shares  issued  upon  exercise  of an Option  shall be subject  to such  special
forfeiture conditions,  rights of repurchase,  rights of first refusal and other
transfer restrictions as the Board of Directors may determine. Such restrictions
shall be set forth in the applicable  Stock Option  Agreement and shall apply in
addition to any restrictions that may apply to holders of Shares  generally.  In
the  case of an  Optionee  who is not an  officer  of the  Company,  an  Outside
Director or a Consultant:

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

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

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

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

            (p) DIRECTOR GRANTS.  Outside Directors shall receive ______ Options
(the "Initial  Director  Options") to on the date such persons are first elected
or  appointed,  and will  automatically  receive  Options  ("Automatic  Director
Options" and together with

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the Initial Director Options, the "Director Options")  immediately following the
date of each annual meeting of the Company's  shareholders,  provided,  however,
that such persons did not receive Initial Director Options since the most recent
grant of  Automatic  Director  Options and continue to serve as directors of the
Company's  Board of  Directors.  The exercise  price for each share subject to a
Director Option shall be equal to the fair market value of the Company's  Common
Stock on the date of grant. Each Director Option granted under the Plan shall be
exercisable  either in full or in  installments at such time or times and during
such  period  as shall be set  forth in the  option  agreement  evidencing  such
Director  Option,  subject to the  provisions  of the Plan.  No Director  Option
granted to a reporting person for purposes of the Exchange Act,  however,  shall
be exercisable during the first six (6) months after the date of grant. Director
Options  shall  expire the  earlier  often (10) years after the date of grant or
ninety (90) days after the termination of the director's service on the Board of
Directors  unless such  Director  Options  are ISOs in which case such  Director
Options  shall be  subject  to the  additional  terms and  conditions  set forth
elsewhere herein.

SECTION 7.  PAYMENT FOR SHARES.

            (a) GENERAL RULE.  The entire  Purchase  Price or Exercise  Price of
Shares issued under the Plan shall be payable in cash or cash equivalents at the
time when such  Shares  are  purchased,  except as  otherwise  provided  in this
Section 7.

            (b) SURRENDER OF STOCK. To the extent that a Stock Option  Agreement
so provides,  all or any part of the Exercise Price may be paid by surrendering,
or attesting to the ownership of, Shares that are already owned by the Optionee.
Such Shares  shall be  surrendered  to the Company in good form for transfer and
shall be  valued  at their  Fair  Market  Value on the date  when the  Option is
exercised.  The Optionee  shall not  surrender,  or attest to the  ownership of,
Shares in payment of the  Exercise  Price if such action would cause the Company
to recognize  compensation  expense (or  additional  compensation  expense) with
respect to the Option for financial reporting purposes.

            (c) SERVICES RENDERED.  At the discretion of the Board of Directors,
Shares may be awarded under the Plan in  consideration  of services  rendered to
the Company, a Parent or a Subsidiary prior to the award.

            (d) PROMISSORY  NOTE. To the extent that a Stock Option Agreement or
Stock Purchase Agreement so provides, and unless prohibited by Section 13 of the
Securities  Exchange Ac of 1934 as amended by the  Sarbanes-Oxley  Act, all or a
portion of the Exercise  Price or Purchase  Price (as the case may be) of Shares
issued under the Plan may be paid with a full-recourse promissory note. However,
the par  value of the  Shares,  if newly  issued,  shall be paid in cash or cash
equivalents.  The  Shares  shall be  pledged  as  security  for  payment  of the
principal amount of the promissory note and interest thereon.  The interest rate
payable  under  the  terms of the  promissory  note  shall  not be less than the
minimum rate (if any) required to avoid the  imputation  of additional  interest
under the Code.  Subject to the  foregoing,  the Board of Directors (at its sole
discretion) shall specify the term, interest rate, amortization requirements (if
any) and other provisions of such note.

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            (e)  EXERCISE/SALE.  To the extent that a Stock Option  Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part by
the delivery (on a form  prescribed by the Company) of an irrevocable  direction
to a securities broker approved by the Company to sell Shares and to deliver all
or part of the sales  proceeds  to the  Company in payment of all or part of the
Exercise Price and any withholding taxes.

            (f) EXERCISE/PLEDGE.  To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part by
the delivery (on a form  prescribed by the Company) of an irrevocable  direction
to pledge Shares to a securities  broker or lender  approved by the Company,  as
security  for a loan,  and to deliver  all or part of the loan  proceeds  to the
Company  in  payment of all or part of the  Exercise  Price and any  withholding
taxes.

SECTION 8.  ADJUSTMENT OF SHARES.

            (a) GENERAL. In the event of a subdivision of the outstanding Stock,
a declaration of a dividend payable in Shares, a declaration of an extraordinary
dividend  payable in a form other than  Shares in an amount  that has a material
effect on the Fair Market Value of the Stock, a combination or  consolidation of
the  outstanding  Stock into a lesser number of Shares,  a  recapitalization,  a
spin-off,  a reclassification  or a similar  occurrence,  the Board of Directors
shall make  appropriate  adjustments  in one or more of (i) the number of Shares
available for future  grants under Section 4, (ii) the number of Shares  covered
by each  outstanding  Option or iii) the Exercise  Price under each  outstanding
Option.

            (b) MERGERS AND  CONSOLIDATIONS.  In the event that the Company is a
party to a merger or consolidation,  outstanding Options shall be subject to the
agreement of merger or consolidation. Such agreement shall provide for:

                  (i)  The  continuation  of  such  outstanding  Options  by the
         Company (if the Company is the surviving corporation);

                  (ii) The assumption of the Plan and such  outstanding  Options
         by the surviving corporation or its parent;

                  (iii) The  substitution  by the surviving  corporation  or its
         parent  of  options  with   substantially   the  same  terms  for  such
         outstanding Options;

                  (iv) The full  exercisability of such outstanding  Options and
         full  vesting of the Shares  subject to such  Options,  followed by the
         cancellation of such Options; or

                  (v) The  settlement  of the  full  value  of such  outstanding
         Options (whether or not then  exercisable) in cash or cash equivalents,
         followed by the cancellation of such Options.

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            (c) RESERVATION OF RIGHTS.  Except as provided in this Section 8, an
Optionee or Purchaser  shall have no rights by reason of (i) any  subdivision or
consolidation of shares of stock of any class,  (ii) the payment of any dividend
or (iii) any other  increase or decrease in the number of shares of stock of any
class.  Any  issuance  by the  Company  of  shares  of  stock of any  class,  or
securities  convertible into shares of stock of any class, shall not affect, and
no  adjustment  by reason  thereof  shall be made with respect to, the number or
Exercise Price of Shares subject to an Option.  The grant of an Option  pursuant
to the Plan  shall not  affect in any way the right or power of the  Company  to
make adjustments,  reclassifications,  reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve,  liquidate,  sell
or transfer all or any part of its business or assets.

SECTION 9.  SECURITIES LAW REQUIREMENTS.

            (a)  GENERAL.  Shares  shall not be issued under the Plan unless the
issuance  and  delivery  of such  Shares  comply  with (or are exempt  from) all
applicable  requirements of law, including  (without  limitation) the Securities
Act of 1933, as amended, the rules and regulations promulgated thereunder, state
securities  laws and  regulations,  and the regulations of any stock exchange or
other securities market on which the Company's securities may then be traded.

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

SECTION 10.  NO RETENTION RIGHTS.

            Nothing in the Plan or in any right or Option granted under the Plan
shall confer upon the Purchaser or Optionee any right to continue in Service for
any period of specific  duration or interfere with or otherwise  restrict in any
way the  rights  of the  Company  (or any  Parent  or  Subsidiary  employing  or
retaining  the  Purchaser or Optionee)  or of the  Purchaser or Optionee,  which
rights are hereby expressly reserved by each, ~o terminate his or her Service at
any time and for any reason, with or without cause.

SECTION 11.  DURATION AND AMENDMENTS.

            (a) TERM OF THE PLAN.  The Plan, as set forth  herein,  shall become
effective on the date of its adoption by the Board of Directors,  subject to the
approval of the Company's stockholders.  If the stockholders fail to approve the
Plan (or the most recent increase in the number of Shares reserved under Section
4) within  12 months  after its  adoption  by the Board of  Directors,  then any
grants of Options or sales or awards of Shares that have already  occurred under
the Plan (or in reliance on such increase) shall be rescinded, and no additional
grants,  sales or awards shall be made thereafter under the Plan. The Plan shall
terminate  automatically  10 years  after the later of (1) its  adoption  by the
Board of  Directors  or (ii) the most  recent  increase  in the number of Shares
reserved

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<PAGE>

under Section 4 that was approved by the Company's stockholders. The Plan may be
terminated on any earlier date pursuant to Subsection (b) below.

            (b) RIGHT TO AMEND OR TERMINATE THE PLAN. The Board of Directors may
amend,  suspend or terminate the Plan at any time and for any reason;  provided,
however,  that any  amendment of the Plan which  increases  the number of Shares
available for issuance  under the Plan (except as provided in Section,  or which
materially  changes the class of persons who are eligible for the grant of ISOs,
shall be subject to the  approval  of the  Company's  stockholders.  Stockholder
approval shall not be required for any other amendment of the Plan.

            (c) EFFECT OF AMENDMENT OR TERMINATION. No Shares shall be issued or
sold under the Plan after the  termination  thereof,  except upon exercise of an
Option granted prior to such  termination.  The  termination of the Plan, or any
amendment  thereof,  shall not affect any Share previously  issued or any Option
previously granted under the Plan.

SECTION 12.  SPECIAL PROVISIONS FOR ISRAELI RESIDENTS.

            (a) SCOPE.  This  Section 12 shall apply only to  Optionees  who are
residents of the State of Israel.

            (b)  GRANTS  UNDER  ISRAELI  LAW.  Any other  provision  of the Plan
notwithstanding, the Plan may also be administered pursuant to the provisions of
Section 102 or Section 3(9) ("Section 3(9)") of the Israeli Income Tax Ordinance
(New Version),  1961, the rules promulgated thereunder and the Israeli Companies
Law  5759-1999  with  respect to  Employees  and officers of the Company who are
Israeli residents.

            (c)  EXERCISE.  At the  discretion  of the Board of  Directors,  for
purposes of  simplicity  and in order to ensure  compliance  with  Israel's  tax
regulations,  the exercise of the Options granted under the Plan may be executed
by the Company or a Subsidiary, as appropriate.

            (d) TRANSFER.  No Option granted  hereunder shall be transferable by
the Optionee other than by will or by the laws of descent and distribution.

            (e)  APPLICABLE  LAW.  With  respect to  Optionees  who are  Israeli
residents,  the Plan and all  instruments  issued  thereunder  or in  connection
therewith shall be governed by, and interpreted in accordance with, the laws, of
the State of Israel.

            (f) TAX CONSEQUENCES. Any tax consequences arising from the grant or
exercise of an Option,  from the payment for Shares covered  thereby or from any
other event or act under the Plan (whether of an Optionee or of the Company or a
Subsidiary)  shall be borne solely by the  Optionee.  Furthermore,  the Optionee
shall agree to indemnify the Company or the Subsidiary that employs the Optionee
and trustee  appointed  under the Plan,  if  applicable,  and hold them harmless
against  and from  any and all  liability  for any tax or  interest  or  penalty
thereon, including (without limitation)

                                       10
<PAGE>

liabilities relating to the necessity to withhold, or to have withheld,  any tax
from any payment made to the Optionee.

TRUSTEE STOCK OPTIONS

(a)      It is clarified, that, with regard to Trustee Stock Options (as defined
         in Section 13 below),  although  this Plan enables the Company to grant
         both types of Trustee  Stock  Options  during its term (as set forth in
         Section 6 above),  the Company must choose between granting 102 Capital
         Gain  Stock  Options  and  102  Ordinary   Income  Stock  Options  (the
         "Election")  at a given time during the term (as set forth in Section 6
         above).  The Company can change such Election only after the passage of
         at least 12 months  from the end of the year in which  the first  grant
         was made in accordance with the previous  Election.  Until the Election
         is changed  all Trustee  Stock  Options  shall be issued  either as 102
         Capital  Gain Stock  Option or as 102  Ordinary  Income Stock Option in
         accordance with the Election.

(b)      Anything  herein to the  contrary  notwithstanding,  all Trustee  Stock
         Options  granted  under this Plan shall be granted by the  Company to a
         Trustee  designated  by the  Committee  and the Trustee shall hold each
         such Options and any Shares issued upon  exercise  thereof in trust for
         the benefit of the Optionee in respect of whom such Option was granted.
         All  certificates  representing  Shares issued to the Trustee under the
         Plan  shall be  deposited  with the  Trustee,  and shall be held by the
         Trustee until such time that such Shares are released from the trust.

(c)      With regard to 102 Capital Gain Stock  Options and 102 Ordinary  Income
         Stock Options,  the Option or the Shares issued upon their exercise and
         all rights related to them, including bonus shares, will be held by the
         Trustee for a period of at least 24 months and 12 months, respectively,
         from the end of the tax year in which the Options were allocated to the
         Trustee,  or a shorter period as approved by the tax  authorities  (the
         "Lock-up Period"), under the teens set in Section 102.

(d)      In accordance with Section 102, the Optionee is prohibited from selling
         the Trustee Stock Options or the Shares  received upon exercise of such
         Options,  until  the end of the  Lockup  Period.  The  meaning  of this
         Section for  purposes of income tax is that if the  Employee or officer
         of the Company  voluntarily  sells the Options or the Shares before the
         end of the Lock-up  Period,  the provision of Section 102,  relating to
         `non-compliance with the Lockup Period, will apply.

(e)      Anything to the contrary notwithstanding, the Trustee shall not release
         any  Options  which  were not  already  exercised  into  Shares  by the
         Optionee  nor release any Shares  issued upon  exercise of the Options,
         prior to the full  payment of the  Exercise  Price and  Optionee's  tax
         liability  arising from Trustee Stock Options which were granted to him
         and/or  Shares  issued upon  exercise of such Trustee  `Stock  Options.
         Prior to receipt of the Option,  the Optionee will sign an  undertaking
         to release the Trustee  from any  liability in respect of any action or
         decision  duly taken and bona fide executed in relation with the `Plan,
         or any Option granted or Share issued to him thereunder.

                                       11
<PAGE>

NON TRUSTEE 102 STOCK OPTIONS

(a)      Options granted pursuant to this Section are intended to constitute Non
         Trustee 102 Stock Options and shall be subject to the general terms and
         conditions  specified in the Plan,  except for said  provisions  of the
         Plan applying to Options under a different tax law or regulations.

(b)      Non  Trustee  102 Stock  Options  may only be granted to  Employees  or
         officers of the Company and members of the Board of Directors.

(c)      The Non Trustee 102 Stock  Options  which shall be granted  pursuant to
         the Plan may be issued to a trustee appointed by the Committee.

(d)      If the  Optionee's  employment  with the Company is terminated  for any
         reason,  the Optionee will be obligated to provide the Company,  to its
         satisfaction  and  subject to its sole  discretion,  with a security or
         guarantee  to  cover  any  future  tax  obligation  resulting  from the
         disposition of the Shares received upon exercise of the Non Trustee 102
         Stock Options.

3(9)     STOCK OPTIONS

(a)      Options  granted  pursuant to this Section are  intended to  constitute
         3(9)  Stock  Options  and shall be  subject  to the  general  terms and
         conditions  specified in the Plan,  except for said  provisions  of the
         Plan applying to Options under a different tax law or regulations.

(b)      3(9) Options may not be granted to Employees or members of the Board of
         Directors.

(c)      The 3(9) Stock Options  which shall be ranted  pursuant to the Plan may
         be issued to a trustee appointed by the Committee.

(d)      The  Company  may  elect  to enter  into an  agreement  with a  trustee
         concerning the administration of the exercise of Options,  the purchase
         and sale of Shares,  and the arrangements for payment of or withholding
         of taxes due in connection  with such exercise,  purchase and sale. The
         trust  agreement  may provide that the Company will issue the Shares to
         such trustee for the benefit of the Optionees.

SECTION 13.  DEFINITIONS.

            (a) BOARD OF  DIRECTORS  shall  mean the Board of  Directors  of the
Company, as constituted from time to time.

            (b) CHANGE IN CONTROL SHALL MEAN:

                  (i) The  consummation  of a  merger  or  consolidation  of the
         Company   with  or  into   another   entity  or  any  other   corporate
         reorganization,  if persons  who were not  stockholders  of the Company
         immediately prior to such merger, consolidation or other reorganization
         own   immediately   after.   such   merger,   consolidation   or  other
         reorganization  50% or  more of the  voting  power  of the  outstanding
         securities

                                       12
<PAGE>

         of each of (A) the continuing or surviving entity and (B) any direct or
         indirect parent corporation of such continuing or surviving entity; or

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

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's  incorporation  or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.

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

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

            (e) COMPANY shall mean GuruNet Corporation, a Delaware corporation.

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

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

            (h) EMPLOYEE shall mean any individual who is a common-law  employee
of the  Company,  a Parent or a  Subsidiary,  and with  regard to Trustee  Stock
Options and Non Trustee  Stock  Options only  provided that such person is not a
"controlling party", as defined in section 32(9) of the Ordinance,  prior to and
after the issuance of the Options.

            (i) EXERCISE  PRICE shall mean the amount for which one Share may be
purchased upon exercise of an Option,  as specified by the Board of Directors in
the applicable Stock Option Agreement.

            (j) FAIR MARKET  VALUE shall mean the fair market  value of a Share,
as determined by the Board of Directors in good faith. Such determination  shall
be conclusive and binding on all persons.

            (k) IMMEDIATE  FAMILY shall mean any child,  stepchild,  grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law,  father-in-law,
son-in-law,  daughter-in-law,  brother-in-law or sister-in-law and shall include
adoptive relationships.

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

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<PAGE>

            (m)  NONSTATUTORY  OPTION  or NSO  shall  mean a  stock  option  not
described  in Sections  422(b) or 423(b) of the Code  (including  a stock option
described in Section 12).

            (n) OPTION shall mean an ISO or  Nonstatutory  Option  granted under
the Plan and entitling the holder to purchase  Shares and for Israeli  residents
shall mean the  following  types of options  granted  under the Plan:  (i) stock
options without a trustee  pursuant and subject to the provisions of Section 102
of the Israeli Income Tax Ordinance (New  Version)( 1961 (the  "ORDINANCE"),  as
amended and any regulations, rules, orders or procedures promulgated thereunder,
including tax rules  (Preferential Tax Treatment regarding Issuance of Shares to
Employees,  2003)  )("SECTION  102")  (such  options,  "NON  TRUSTEE  102  STOCK
OPTIONS");  (ii) stock options  allocated to a Trustee (as defined  below) under
the capital  gain track  pursuant and subject to the  provisions  of Section 102
(such options, "102 CAPITAL GAIN STOCK OPTIONS");  (iii) stock options allocated
to a Trustee (as defined  below)  under the ordinary  income track  pursuant and
subject to the  provisions of Section 102 (such  options,  "102 ORDINARY  INCOME
STOCK OPTIONS") and (vi) stock options pursuant to Section 3(9) of the Ordinance
("3(9) STOCK OPTIONS").

            (o) OPTIONEE shall mean a person who holds an Option.

            (p) OUTSIDE  DIRECTOR  shall mean a member of the Board of Directors
who is not an Employee.

            (q) PARENT shall mean any corporation (other than the Company) in an
unbroken  chain  of  corporations  ending  with  the  Company,  if  each  of the
corporations  other than the Company  owns stock  possessing  50% or more of the
total  combined  voting  power  of all  classes  of  stock  in one of the  other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.

            (r) PLAN shall mean this GuruNetCorporation 2004 Stock Plan.

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

            (t)  PURCHASER  shall mean,  a person to whom the Board of Directors
has offered the right to acquire Shares under the Plan (other than upon exercise
of an Option).

            (u) SERVICE shall mean service as an Employee,  Outside  Director or
Consultant.

            (v) SHARE shall mean one share of Stock,  as adjusted in  accordance
with Section 8 (if applicable).

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

                                       14
<PAGE>

            (x) STOCK  OPTION  AGREEMENT  shall mean the  agreement  between the
Company and an Optionee that  contains the terms,  conditions  and  restrictions
pertaining to the Optionee's Option.

            (y) STOCK PURCHASE  AGREEMENT  shall mean the agreement  between the
Company and a Purchaser  who acquires  Shares  under the Plan that  contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares.

            (z) SUBSIDIARY means any corporation  (other than the Company) in an
unbroken  chain  of  corporations  beginning  with the  Company,  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a  Subsidiary  on a date after the  adoption  of the Plan shall be
considered a Subsidiary commencing as of such date.

            (aa) TRUSTEE means a person or entity appointed `by the Board or the
Committee  and approved by the Income Tax Officer to hold Trustee  Stock Options
on behalf of the Optionee according to the conditions set forth in Section 102..

            (bb) TRUSTEE  STOCK OPTIONS means all 102 Capital Gain Stock Options
and 102 Ordinary Income Stock Options.